content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                 September 16, 1996
  
                                                       Registration No. 333-
  
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                    DIATIDE, INC.
                 (Exact name of issuer as specified in its charter)
  
  DELAWARE                                                              04-3078258
  (State or other jurisdiction of                                 (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                 NINE DELTA DRIVE, LONDONDERRY, NEW HAMPSHIRE 03053
                 (Address of Principal Executive Offices) (Zip Code)
  
                           1996 DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 DR. RICHARD T. DEAN
                                      PRESIDENT
                                    DIATIDE, INC.
                                  NINE DELTA DRIVE
                          LONDONDERRY, NEW HAMPSHIRE 03053
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
  <TABLE>
  
                                    CALCULATION OF REGISTRATION FEE
  
  ==============================================================================================
                                                  Proposed
  Title of Each Class of           Amount          Maximum           Proposed         Amount of
     Securities to be              to be       Offering Price   Maximum Aggregate   Registration
        Registered               Registered       Per Share       Offering Price         Fee
  - ----------------------------------------------------------------------------------------------
  <S>                              <C>            <C>             <C>                    <C> 
  Common Stock
  $.001 par value per share...     250,000        $6.63 (1)       $1,657,500(1)          $572
  
  ==============================================================================================
  
  <FN>
  
  (1)  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 by the Nasdaq National Market on
       September 12, 1996.
  </TABLE>
  
  
  <PAGE>   2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in documents sent or
  given to participants in the 1996 Director Stock Option Plan of Diatide, Inc.
  (the "Registrant") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
  amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain 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 filed with the
  Commission, are incorporated in this Registration Statement by reference:
  
            (1) 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, either directly or
       by incorporation by reference, audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed.
  
            (2) 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 annual reports
       or the prospectus referred to in (1) above.
  
            (3) The description of the common stock of the Registrant, par value
       $.001 per share ("Common Stock"), contained in the Registrant's
       Registration Statement on Form 8-A 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 shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein 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 supersede for the purposes of this
  Registration Statement to the extent 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.
  
       Item 4. Description of Securities.
               -------------------------
  
               Not applicable.
  
       Item 5. Interests of Named Experts and Counsel.
               --------------------------------------
    
               Not applicable.
  
       Item 6. Indemnification
               ---------------
  
       Article EIGHTH of the Registrant's Restated Certificate of Incorporation
  provides that no director of the Registrant shall be personally liable for any
  monetary damages for any breach of
  
                                          2
  
  
  <PAGE>   3
  
  
  
  fiduciary duty as a director, except to the extent that the Delaware General
  Corporation law prohibits the elimination or limitation of liability of Director
  for breach of fiduciary duty.
  
       Article NINTH of the Registrant's Restated Certificate of Incorporation
  provides that a director or officer of the Registrant (a) shall be indemnified
  by the Registrant against all expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement incurred in connection with any litigation
  or other legal proceeding (other than an action by or in the right of the
  Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, has no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a Director or
  officer at his request, provided that he undertakes to repay the amount advanced
  if it is ultimately determined that he is not entitled to indemnification for
  such expenses.
  
       Indemnification is required to be made unless the Registrant determines
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition the court to make an independent determination as to
  whether such person is entitled to indemnification. As a condition precedent to
  the right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
       Article NINTH of the Registrant's Restated Certificate of Incorporation
  further provides that the indemnification provided therein is not exclusive, and
  provides that in the event that the Delaware General Corporation Law is amended
  to expand the indemnification permitted to Director or officers the Registrant
  must indemnify those persons to the full extent permitted by such law as so
  amended.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
       Item 7. Exemption from Registration Claimed
               -----------------------------------
  
               Not applicable.
  
                                          3
  
  
  <PAGE>   4
  
  
  
       Item 8. Exhibits.
               --------
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       Item 9. Undertakings.
               ------------
    
            1.   The Registrant hereby undertakes:
  
            (a) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this registration statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       registration statement. Notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than a 20% change in the maximum aggregate offering
       price set forth in the "Calculation of Registration Fee" table in the
       effective 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
       registration statement is on Form S-3 or Form S-8, and 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 the registration statement.
  
            (b) 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.
  
            (c) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
       2. The 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 (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to 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 in the initial bona fide offering thereof.
  
       3. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to Director, 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 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
  
                                          4
  
  
  <PAGE>   5
  
  
  
  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.
  
                                          5
  
  
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, 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 Londonderry, New Hampshire on the 13th day of
  September ___, 1996.
  
                                    DIATIDE, INC.
  
                                    By:  /s/ Richard T. Dean
                                         ------------------- 
                                         Richard T. Dean
                                         President Chief Executive Officer and
                                         Treasurer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and Director of Diatide, Inc. hereby severally
  constitute Richard T. Dean, Ronald B. Kinder, David E. Redlick, and Jeffrey N.
  Carp 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 behalf in our capacities as officers and
  Director to enable Diatide, Inc. to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities
  indicated below and on the 13th day of September, 1996.
  
                   Signature                    Title
                   ---------                    -----
  
                   /s/ Richard T. Dean          President, Chief
                   -------------------          Executive Officer,        
                   Richard T. Dean              Treasurer and Director    
                                                (Principal Executive,     
                                                Financial and Accounting  
                                                Officer)                  
                                                
  
  
  <PAGE>   7
  
  
  
                           /s/ Joseph F. Lovett               Director
                           -------------------------
                           Joseph F. Lovett
  
  
                           /s/ Jean Deleage                   Director
                           -------------------------
                           Jean Deleage
  
  
                           /s/ Donald L. Murfin               Director
                           -------------------------
                           Donald L. Murfin
  
  
                           /s/ Gustav A. Christensen          Director
                           -------------------------
                           Gustav A. Christensen
  
  
                           /s/ Robert E. Curry                Director
                           -------------------------
                           Robert E. Curry
  
  
                           /s/ Robert S. Lees                 Director
                           -------------------------
                           Robert S. Lees
  
  
                           /s/ Trond Jacobsen                 Director
                           -------------------------
                           Trond Jacobsen
  
  
  <PAGE>   8
  
  
  
  
                                  INDEX TO EXHIBITS
  
  NUMBER                   DESCRIPTION                                    PAGE
  - ------                   -----------                                    ----
  
  3.1(1)          Restated Certificate of Incorporation
                  of the Registrant
  
  3.2(2)          Amended and Restated By-laws of the Registrant
  
  4.1(2)          Specimen Stock Certificate of Common Stock
                  of the Registrant
  
  5.1             Opinion of Hale and Dorr, counsel to
                  the Registrant
  
  23.1            Consent of Hale and Dorr
                  (included in Exhibit 5.1)
  
  23.2            Consent of Ernst & Young LLP
  
  24.1            Power of Attorney (included in the
                  signature pages of this registration
                  Statement)
  
  - ---------------
  
  (1)  Previously filed with the Commission as an Exhibit to the Registrant's
       Quarterly Report on 10-Q for the quarterly period ended June 30, 1996 filed
       with the Commission on August 14, 1996.
  
  (2)  Previously filed with the Commission as an Exhibit to the Registrant's
       Registration Statement on Form S-1, as amended, File No. 333-3326.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "DIATIDE, INC.", "secsgml_size_bytes": 20264}]
metadata_filer: {"company-data": {"conformed-name": "DIATIDE INC", "cik": "0001011888", "assigned-sic": "2835", "irs-number": "043078258", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12105", "film-number": "96630915"}, "business-address": {"street1": "9 DELTA DR", "city": "LONDONDERRY", "state": "NH", "zip": "03053", "phone": "6034378970"}, "mail-address": {"street1": "9 DELTA DR", "city": "LONDONDERRY", "state": "NH", "zip": "03053"}}
text: 1
                As filed with the Securities and Exchange Commission
                                 September 16, 1996
  
                                                       Registration No. 333-
  
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                    DIATIDE, INC.
                 (Exact name of issuer as specified in its charter)
  
  DELAWARE                                                              04-3078258
  (State or other jurisdiction of                                 (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                 NINE DELTA DRIVE, LONDONDERRY, NEW HAMPSHIRE 03053
                 (Address of Principal Executive Offices) (Zip Code)
  
                           1996 DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 DR. RICHARD T. DEAN
                                      PRESIDENT
                                    DIATIDE, INC.
                                  NINE DELTA DRIVE
                          LONDONDERRY, NEW HAMPSHIRE 03053
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
                                    CALCULATION OF REGISTRATION FEE
  
  ==============================================================================================
                                                  Proposed
  Title of Each Class of           Amount          Maximum           Proposed         Amount of
     Securities to be              to be       Offering Price   Maximum Aggregate   Registration
        Registered               Registered       Per Share       Offering Price         Fee
  - ----------------------------------------------------------------------------------------------
  Common Stock
  $.001 par value per share...     250,000        $6.63 (1)       $1,657,500(1)          $572
  
  ==============================================================================================
  (1)  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 by the Nasdaq National Market on
       September 12, 1996.
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information required by Part I is included in documents sent or
  given to participants in the 1996 Director Stock Option Plan of Diatide, Inc.
  (the "Registrant") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
  amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain 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 filed with the
  Commission, are incorporated in this Registration Statement by reference:
  
            (1) 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, either directly or
       by incorporation by reference, audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed.
  
            (2) 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 annual reports
       or the prospectus referred to in (1) above.
  
            (3) The description of the common stock of the Registrant, par value
       $.001 per share ("Common Stock"), contained in the Registrant's
       Registration Statement on Form 8-A 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 shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein 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 supersede for the purposes of this
  Registration Statement to the extent 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.
  
       Item 4. Description of Securities.
               -------------------------
  
               Not applicable.
  
       Item 5. Interests of Named Experts and Counsel.
               --------------------------------------
    
               Not applicable.
  
       Item 6. Indemnification
               ---------------
  
       Article EIGHTH of the Registrant's Restated Certificate of Incorporation
  provides that no director of the Registrant shall be personally liable for any
  monetary damages for any breach of
  
                                          2
  3
  
  fiduciary duty as a director, except to the extent that the Delaware General
  Corporation law prohibits the elimination or limitation of liability of Director
  for breach of fiduciary duty.
  
       Article NINTH of the Registrant's Restated Certificate of Incorporation
  provides that a director or officer of the Registrant (a) shall be indemnified
  by the Registrant against all expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement incurred in connection with any litigation
  or other legal proceeding (other than an action by or in the right of the
  Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, has no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a Director or
  officer at his request, provided that he undertakes to repay the amount advanced
  if it is ultimately determined that he is not entitled to indemnification for
  such expenses.
  
       Indemnification is required to be made unless the Registrant determines
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition the court to make an independent determination as to
  whether such person is entitled to indemnification. As a condition precedent to
  the right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
       Article NINTH of the Registrant's Restated Certificate of Incorporation
  further provides that the indemnification provided therein is not exclusive, and
  provides that in the event that the Delaware General Corporation Law is amended
  to expand the indemnification permitted to Director or officers the Registrant
  must indemnify those persons to the full extent permitted by such law as so
  amended.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
       Item 7. Exemption from Registration Claimed
               -----------------------------------
  
               Not applicable.
  
                                          3
  4
  
       Item 8. Exhibits.
               --------
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
       Item 9. Undertakings.
               ------------
    
            1.   The Registrant hereby undertakes:
  
            (a) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this registration statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       registration statement. Notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than a 20% change in the maximum aggregate offering
       price set forth in the "Calculation of Registration Fee" table in the
       effective 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
       registration statement is on Form S-3 or Form S-8, and 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 the registration statement.
  
            (b) 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.
  
            (c) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
       2. The 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 (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to 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 in the initial bona fide offering thereof.
  
       3. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to Director, 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 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
  
                                          4
  5
  
  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.
  
                                          5
  6
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act, 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 Londonderry, New Hampshire on the 13th day of
  September ___, 1996.
  
                                    DIATIDE, INC.
  
                                    By:  /s/ Richard T. Dean
                                         ------------------- 
                                         Richard T. Dean
                                         President Chief Executive Officer and
                                         Treasurer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and Director of Diatide, Inc. hereby severally
  constitute Richard T. Dean, Ronald B. Kinder, David E. Redlick, and Jeffrey N.
  Carp 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 behalf in our capacities as officers and
  Director to enable Diatide, Inc. to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities
  indicated below and on the 13th day of September, 1996.
  
                   Signature                    Title
                   ---------                    -----
  
                   /s/ Richard T. Dean          President, Chief
                   -------------------          Executive Officer,        
                   Richard T. Dean              Treasurer and Director    
                                                (Principal Executive,     
                                                Financial and Accounting  
                                                Officer)
  7
  
                           /s/ Joseph F. Lovett               Director
                           -------------------------
                           Joseph F. Lovett
  
                           /s/ Jean Deleage                   Director
                           -------------------------
                           Jean Deleage
  
                           /s/ Donald L. Murfin               Director
                           -------------------------
                           Donald L. Murfin
  
                           /s/ Gustav A. Christensen          Director
                           -------------------------
                           Gustav A. Christensen
  
                           /s/ Robert E. Curry                Director
                           -------------------------
                           Robert E. Curry
  
                           /s/ Robert S. Lees                 Director
                           -------------------------
                           Robert S. Lees
  
                           /s/ Trond Jacobsen                 Director
                           -------------------------
                           Trond Jacobsen
  8
  
                                  INDEX TO EXHIBITS
  
  NUMBER                   DESCRIPTION                                    PAGE
  - ------                   -----------                                    ----
  
  3.1(1)          Restated Certificate of Incorporation
                  of the Registrant
  
  3.2(2)          Amended and Restated By-laws of the Registrant
  
  4.1(2)          Specimen Stock Certificate of Common Stock
                  of the Registrant
  
  5.1             Opinion of Hale and Dorr, counsel to
                  the Registrant
  
  23.1            Consent of Hale and Dorr
                  (included in Exhibit 5.1)
  
  23.2            Consent of Ernst & Young LLP
  
  24.1            Power of Attorney (included in the
                  signature pages of this registration
                  Statement)
  
  - ---------------
  
  (1)  Previously filed with the Commission as an Exhibit to the Registrant's
       Quarterly Report on 10-Q for the quarterly period ended June 30, 1996 filed
       with the Commission on August 14, 1996.
  
  (2)  Previously filed with the Commission as an Exhibit to the Registrant's
       Registration Statement on Form S-1, as amended, File No. 333-3326.