content: <PAGE>
                                                   Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                   ALKERMES, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
  
            Pennsylvania                                            23-2472830
  -------------------------------                              -------------------
  (STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)
  
  64 Sidney Street, Cambridge, Massachusetts                        02139-4234
  ------------------------------------------                        ----------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)
  
                                   Alkermes, Inc.
                               1999 Stock Option Plan
                              ------------------------
                              (FULL TITLE OF THE PLAN)
  
                                   Richard F. Pops
                               Chief Executive Officer
                                   Alkermes, Inc.
                                  64 Sidney Street
                         Cambridge, Massachusetts 02139-4234
                       ---------------------------------------
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (617) 494-0171
            -------------------------------------------------------------
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                   with a copy to:
  
                             Jennifer L. Miller, Esquire
                       Ballard Spahr Andrews & Ingersoll, LLP
                                 1735 Market Street
                        Philadelphia, Pennsylvania 19103-7599
                                   (215) 665-8500
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  
  <TABLE>
  <CAPTION>
  -----------------------------------------------------------------------------------------------------------------------
   TITLE OF SECURITIES      AMOUNT TO BE     PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE        AMOUNT OF
     TO BE REGISTERED      REGISTERED(1)         PRICE PER SHARE(2)            OFFERING PRICE(2)         REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------
  
  <S>                      <C>               <C>                          <C>                            <C>
  Common Stock,
  Par value $.01 per        2,500,000                 $25.34                      $63,350,000               $15,837.50
  share
  -----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  <PAGE>
  
  
  (1)  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
       statement shall also be deemed to cover an indeterminate number of
       additional shares of Common Stock issuable in the event the number of
       outstanding shares of the Company is increased by split-up,
       reclassification, stock dividend and the like.
  (2)  Estimated solely for the purpose of calculating the registration fee. In
       accordance with Rule 457(h), the price shown is based upon the average of
       the high and low price of the Company's Common Stock on November 1, 2001,
       $25.34, as reported on the Nasdaq National Market for securities of the
       same class as those to be offered.
  
  
  <PAGE>
  
  
       Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s Registration
  Statement on Form S-8 (File No. 333-89573) are incorporated by reference herein
  pursuant to Instruction E of Form S-8.
  
            PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") pursuant to the Securities Exchange Act of 1934 (the
  "Exchange Act") by Alkermes, Inc. (the "Company") (File No. 0-19267) or pursuant
  to the Securities Act of 1933, as amended (the "Securities Act") are
  incorporated herein by reference:
  
       (a)  Annual Report on Form 10-K for the fiscal year ended March 31, 2001;
  
       (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; and
  
       (c)  Item 1 of Registration Statement of the Company on Form 8-A dated June
            28, 1991, as amended by a Report on Form 8-A/A dated January 17, 1997.
  
       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
  15(d) of the Exchange Act, after the date of this Registration Statement and
  prior to the termination of the offering, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing such documents.
  Any statement contained herein or in a document incorporated by reference or
  deemed to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that such
  statement is modified or superseded by any other subsequently filed document
  which is incorporated or is deemed to be incorporated by reference herein. Any
  such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
  ITEM 8. EXHIBITS.
  
       4.1  Specimen of Common Stock Certificate of Alkermes, Inc. (Incorporated
            by reference to Exhibit 4 to the Registrant's Registration Statement
            on Form S-1 as amended (File No. 33-40250)).
  
       4.2  Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.4 to the Registrant's Report
            on Form 10-K for the fiscal year ended March 31, 1999).
  
       4.3  Indenture, dated as of February 18, 2000, between Alkermes, Inc. and
            State Street Bank and Trust Company, as Trustee (Incorporated by
            reference to Exhibit 4.6 to the Registrant's Registration Statement on
            Form S-3, as amended (File No. 333-31354)).
  
       5    Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality
            of the securities to be offered.
  
       23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
            Exhibit 5).
  
       23.2 Consent of Deloitte & Touche LLP.
  
       24   Power of Attorney (included in signature page).
  
  
  <PAGE>
  
  
       99   Alkermes, Inc. 1999 Stock Option Plan (Incorporated by reference to
            Exhibit 10.7 to the Registrant's Report on Form 10-K for the fiscal
            year ended March 31, 2001).
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Cambridge, Commonwealth of Massachusetts, on November
  8, 2001.
  
  
                                                    ALKERMES, INC.
  
  
                                                    By /s/ Richard F. Pops
                                                       ---------------------------
                                                       Richard F. Pops
                                                       Chief Executive Officer
  
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  
       Each person whose signature appears below in so signing also makes,
  constitutes and appoints Richard F. Pops and James M. Frates, and each of them,
  his true and lawful attorney-in-fact, with full power of substitution, for him
  in any and all capacities, to execute and cause to be filed with the Securities
  and Exchange Commission any and all amendments and post-effective amendments to
  this Registration Statement, with exhibits thereto and other documents in
  connection therewith, and hereby ratifies and confirms all that said
  attorney-in-fact or his substitute or substitutes may do or cause to be done by
  virtue hereof.
  
  <TABLE>
  <CAPTION>
           Signature                                   Title                              Date
           ---------                                   -----                              ----
  
  <S>                                             <C>                                 <C>
  /s/ Michael A. Wall                             Director and                        November 8, 2001
  ----------------------------                    Chairman of the
  Michael A. Wall                                 Board
  
  
  /s/ Richard F. Pops                             Director and Chief                  November 8, 2001
  -----------------------------                   Executive Officer
  Richard F. Pops                                 (Principal
                                                  Executive Officer)
  
  
  /s/ Robert A. Breyer                            Director and President              November 8, 2001
  -----------------------------
  Robert A. Breyer
  
  
  /s/ James M. Frates                             Vice President, Chief               November 8, 2001
  -----------------------------                   Financial Officer and
  James M. Frates                                 Treasurer
                                                  (Principal Financial Officer
                                                  and Principal Accounting
                                                  Officer)
  
  
  /s/ Floyd E. Bloom                              Director                            November 8, 2001
  --------------------------------
  Floyd E. Bloom
  
  
  /s/ John K. Clarke                              Director                            November 8, 2001
  -----------------------------
  John K. Clarke
  
  
  /s/ Alexander Rich                              Director                            November 8, 2001
  ----------------------------
  Alexander Rich
  
  
  /s/ Paul Schimmel                               Director                            November 8, 2001
  -----------------------------
  Paul Schimmel
  </TABLE>
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Number                              Exhibit
  ------                              -------
  
  <S>            <C>
   4.1           Specimen of Common Stock Certificate of Alkermes, Inc. (Incorporated by reference to
                 Exhibit 4 to the Registrant's Registration Statement on Form S-1 as amended (File No.
                 33-40250)).
  
   4.2           Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc. (Incorporated by
                 reference to Exhibit 4.4 to the Registrant's Report on form 10-K for the fiscal year ended
                 March 31, 1999).
  
   4.3           Indenture, dated as of February 18, 2000, between Alkermes, Inc. and State Street Bank
                 and Trust Company, as trustee (Incorporated by reference to Exhibit 4.6 to the
                 Registrant's Registration Statement on Form S-3, as amended (File No. 333-31354)).
  
   5             Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the securities to
                 be offered.
  
  23.1           Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5).
  
  23.2           Consent of Deloitte & Touche LLP.
  
  24             Power of Attorney (included in signature page).
  
  99             Alkermes, Inc. 1999 Stock Option Plan (Incorporated by reference to Exhibit 10.7 to the
                 Registrant's Report on Form 10-K for the fiscal year ended March 31, 2001).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b40940ais-8.txt", "description": "ALKERMES, INC.", "secsgml_size_bytes": 12083}]
metadata_filer: {"company-data": {"conformed-name": "ALKERMES INC", "cik": "0000874663", "assigned-sic": "2834", "irs-number": "232472830", "state-of-incorporation": "PA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72988", "film-number": "1778504"}, "business-address": {"street1": "64 SIDNEY ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02139-4136", "phone": "6174940171"}}
text: Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                                   ALKERMES, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
            Pennsylvania                                            23-2472830
  -------------------------------                              -------------------
  (STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)
  
  64 Sidney Street, Cambridge, Massachusetts                        02139-4234
  ------------------------------------------                        ----------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)
  
                                   Alkermes, Inc.
                               1999 Stock Option Plan
                              ------------------------
                              (FULL TITLE OF THE PLAN)
  
                                   Richard F. Pops
                               Chief Executive Officer
                                   Alkermes, Inc.
                                  64 Sidney Street
                         Cambridge, Massachusetts 02139-4234
                       ---------------------------------------
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (617) 494-0171
            -------------------------------------------------------------
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                   with a copy to:
  
                             Jennifer L. Miller, Esquire
                       Ballard Spahr Andrews & Ingersoll, LLP
                                 1735 Market Street
                        Philadelphia, Pennsylvania 19103-7599
                                   (215) 665-8500
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  -----------------------------------------------------------------------------------------------------------------------
   TITLE OF SECURITIES      AMOUNT TO BE     PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE        AMOUNT OF
     TO BE REGISTERED      REGISTERED(1)         PRICE PER SHARE(2)            OFFERING PRICE(2)         REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------------
  Common Stock,
  Par value $.01 per        2,500,000                 $25.34                      $63,350,000               $15,837.50
  share
  -----------------------------------------------------------------------------------------------------------------------
  (1)  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
       statement shall also be deemed to cover an indeterminate number of
       additional shares of Common Stock issuable in the event the number of
       outstanding shares of the Company is increased by split-up,
       reclassification, stock dividend and the like.
  (2)  Estimated solely for the purpose of calculating the registration fee. In
       accordance with Rule 457(h), the price shown is based upon the average of
       the high and low price of the Company's Common Stock on November 1, 2001,
       $25.34, as reported on the Nasdaq National Market for securities of the
       same class as those to be offered.
  Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s Registration
  Statement on Form S-8 (File No. 333-89573) are incorporated by reference herein
  pursuant to Instruction E of Form S-8.
  
            PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") pursuant to the Securities Exchange Act of 1934 (the
  "Exchange Act") by Alkermes, Inc. (the "Company") (File No. 0-19267) or pursuant
  to the Securities Act of 1933, as amended (the "Securities Act") are
  incorporated herein by reference:
  
       (a)  Annual Report on Form 10-K for the fiscal year ended March 31, 2001;
  
       (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 2001; and
  
       (c)  Item 1 of Registration Statement of the Company on Form 8-A dated June
            28, 1991, as amended by a Report on Form 8-A/A dated January 17, 1997.
  
       All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
  15(d) of the Exchange Act, after the date of this Registration Statement and
  prior to the termination of the offering, shall be deemed to be incorporated by
  reference herein and to be part hereof from the date of filing such documents.
  Any statement contained herein or in a document incorporated by reference or
  deemed to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that such
  statement is modified or superseded by any other subsequently filed document
  which is incorporated or is deemed to be incorporated by reference herein. Any
  such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
  ITEM 8. EXHIBITS.
  
       4.1  Specimen of Common Stock Certificate of Alkermes, Inc. (Incorporated
            by reference to Exhibit 4 to the Registrant's Registration Statement
            on Form S-1 as amended (File No. 33-40250)).
  
       4.2  Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.4 to the Registrant's Report
            on Form 10-K for the fiscal year ended March 31, 1999).
  
       4.3  Indenture, dated as of February 18, 2000, between Alkermes, Inc. and
            State Street Bank and Trust Company, as Trustee (Incorporated by
            reference to Exhibit 4.6 to the Registrant's Registration Statement on
            Form S-3, as amended (File No. 333-31354)).
  
       5    Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality
            of the securities to be offered.
  
       23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of
            Exhibit 5).
  
       23.2 Consent of Deloitte & Touche LLP.
  
       24   Power of Attorney (included in signature page).
  99   Alkermes, Inc. 1999 Stock Option Plan (Incorporated by reference to
            Exhibit 10.7 to the Registrant's Report on Form 10-K for the fiscal
            year ended March 31, 2001).
  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 Cambridge, Commonwealth of Massachusetts, on November
  8, 2001.
  
                                                    ALKERMES, INC.
  
                                                    By /s/ Richard F. Pops
                                                       ---------------------------
                                                       Richard F. Pops
                                                       Chief Executive Officer
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  
       Each person whose signature appears below in so signing also makes,
  constitutes and appoints Richard F. Pops and James M. Frates, and each of them,
  his true and lawful attorney-in-fact, with full power of substitution, for him
  in any and all capacities, to execute and cause to be filed with the Securities
  and Exchange Commission any and all amendments and post-effective amendments to
  this Registration Statement, with exhibits thereto and other documents in
  connection therewith, and hereby ratifies and confirms all that said
  attorney-in-fact or his substitute or substitutes may do or cause to be done by
  virtue hereof.
  Signature                                   Title                              Date
           ---------                                   -----                              ----
  /s/ Michael A. Wall                             Director and                        November 8, 2001
  ----------------------------                    Chairman of the
  Michael A. Wall                                 Board
  
  /s/ Richard F. Pops                             Director and Chief                  November 8, 2001
  -----------------------------                   Executive Officer
  Richard F. Pops                                 (Principal
                                                  Executive Officer)
  
  /s/ Robert A. Breyer                            Director and President              November 8, 2001
  -----------------------------
  Robert A. Breyer
  
  /s/ James M. Frates                             Vice President, Chief               November 8, 2001
  -----------------------------                   Financial Officer and
  James M. Frates                                 Treasurer
                                                  (Principal Financial Officer
                                                  and Principal Accounting
                                                  Officer)
  
  /s/ Floyd E. Bloom                              Director                            November 8, 2001
  --------------------------------
  Floyd E. Bloom
  
  /s/ John K. Clarke                              Director                            November 8, 2001
  -----------------------------
  John K. Clarke
  
  /s/ Alexander Rich                              Director                            November 8, 2001
  ----------------------------
  Alexander Rich
  
  /s/ Paul Schimmel                               Director                            November 8, 2001
  -----------------------------
  Paul Schimmel
  EXHIBIT INDEX
  Number                              Exhibit
  ------                              -------
  4.1           Specimen of Common Stock Certificate of Alkermes, Inc. (Incorporated by reference to
                 Exhibit 4 to the Registrant's Registration Statement on Form S-1 as amended (File No.
                 33-40250)).
  
   4.2           Specimen of Non-Voting Common Stock Certificate of Alkermes, Inc. (Incorporated by
                 reference to Exhibit 4.4 to the Registrant's Report on form 10-K for the fiscal year ended
                 March 31, 1999).
  
   4.3           Indenture, dated as of February 18, 2000, between Alkermes, Inc. and State Street Bank
                 and Trust Company, as trustee (Incorporated by reference to Exhibit 4.6 to the
                 Registrant's Registration Statement on Form S-3, as amended (File No. 333-31354)).
  
   5             Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the securities to
                 be offered.
  
  23.1           Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5).
  
  23.2           Consent of Deloitte & Touche LLP.
  
  24             Power of Attorney (included in signature page).
  
  99             Alkermes, Inc. 1999 Stock Option Plan (Incorporated by reference to Exhibit 10.7 to the
                 Registrant's Report on Form 10-K for the fiscal year ended March 31, 2001).