content: <PAGE>
     As filed with the Securities and Exchange Commission on November 29, 2001
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
  
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                               POLYMEDICA CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
          MASSACHUSETTS                                        04-3033368
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                        Identification Number)
  
  
   11 STATE STREET, WOBURN, MASSACHUSETTS                         01801
  (Address of Principal Executive Offices)                      (Zip Code)
  
  
                              2000 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
  
                             JOHN K.P. STONE III, ESQ.,
                                  HALE AND DORR LLP
                                   60 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                       (Name and address of agent for service)
  
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ========================== ===================== ========================= ======================= ================
  <S>                            <C>                   <C>                      <C>                     <C>
   Title of securities to        Amount to be          Proposed maximum         Proposed maximum        Amount of
        be registered             registered       offering price per share    aggregate offering     registration
                                                                                     price                 fee
  ========================== ===================== ========================= ======================= ================
  Common Stock,                600,000 shares               $22.93(1)              $13,758,000(1)       $3,288.16
  $0.01 par value
  ========================== ===================== ========================= ======================= ================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the Common
           Stock on the Nasdaq National Market on November 26, 2001 in accordance
           with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  ================================================================================
  
  <PAGE>
  Statement of Incorporation by Reference
  
       This Registration Statement on Form S-8 incorporates by reference the
  contents of the Registration Statement on Form S-8, File No. 333-49356, filed by
  the Registrant on November 6, 2000, relating to the Registrant's 2000 Stock
  Incentive Plan.
  
  
                                         2
  
  <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 Woburn, Massachusetts, on the 29th day of November,
  2001.
  
  
                                            PolyMedica Corp. (registrant)
  
  
                                            By: /s/ Steven J. Lee
                                                ---------------------------
                                                Steven J. Lee
                                                Chairman of the Board of Directors
                                                and Chief Executive Officer
                                                (Principal Executive Officer)
  
  
                                         3
  <PAGE>
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of PolyMedica Corporation,
  hereby severally constitute Steven J. Lee, Eric G. Walters and John K.P. Stone
  III, 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
  directors to enable PolyMedica Corporation 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 and
  on the date indicated.
  <TABLE>
  <CAPTION>
  
              Signature                                      Title                                  Date
  <S>                                          <C>                                             <C>
  
                                               Chairman of the Board of Directors and          November 29, 2001
  /s/ Steven J. Lee                            Chief Executive Officer (Principal
  -------------------------                    Executive Officer)
  Steven J. Lee
  
                                               Executive Vice President and                    November 29, 2001
  /s/ Eric G. Walters                          Clerk (Principal Financial
  -------------------------                    Officer)
  Eric G. Walters
  
  /s/ Stephen C. Farrell                       Chief Financial Officer                         November 9, 2001
  -------------------------                    (Principal Accounting Officer)
  Stephen C. Farrell
  
  /s/ Thomas S. Soltys                         Director                                        November 12, 2001
  -------------------------
  Thomas S. Soltys
  
  /s/ Daniel S. Bernstein                      Director                                        November 29, 2001
  -------------------------
  Daniel S. Bernstein
  
  /s/ Frank W. LoGerfo                         Director                                        November 29, 2001
  -------------------------
  Frank W. LoGerfo
  
  /s/ Marcia J. Hooper                         Director                                        November 29, 2001
  -------------------------
  Marcia J. Hooper
  
  /s/ Herbert A. Denton                        Director                                        November 29, 2001
  -------------------------
  Herbert A. Denton
  
  /s/ Samuel L. Shanaman                       Director                                        November 29, 2001
  -------------------------
  Samuel L. Shanaman
  
  </TABLE>
  
  
                                         4
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
   Exhibit
   Number          Description
   -------         -----------
  
   4.1             Restated Articles of Organization of the Registrant (1)
  
   4.2             Restated By-Laws of the Registrant (1)
  
   4.3             Rights Agreement dated as of January 23, 1992 by and between
                   the Registrant and the First National Bank of Boston (2)
  
   4.4             Amendment No. 1 dated December 9, 1999, amending the Rights
                   Agreement dated as of January 23, 1992 between the Registrant
                   and BankBoston, N.A. (3)
  
   5               Opinion of Hale and Dorr LLP
  
   23.1            Consent of Hale and Dorr LLP (included in Exhibit 5)
  
   23.2            Consent of PricewaterhouseCoopers LLP
  
   24              Power of Attorney (included on the signature page of this
                   Registration Statement)
  
  
  
  -----------------------
  (1) Incorporated herein by reference to the Registrant's Quarterly Report on
      Form 10-Q for the quarter ended September 30, 2001, filed November 14, 2001.
  
  (2) Incorporated herein by reference to the Registrant's Current Report on Form
      8-K, filed March 13, 1992.
  
  (3) Incorporated herein by reference to the Registrant's Quarterly Report on
      Form 10-Q for the quarter ended December 31, 1999, filed February 14, 2000.
  
  
                                         5
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41095pms-8.txt", "description": "POLYMEDICA CORPORATION", "secsgml_size_bytes": 8741}]
metadata_filer: {"company-data": {"conformed-name": "POLYMEDICA CORP", "cik": "0000878748", "assigned-sic": "2834", "irs-number": "043033368", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74156", "film-number": "1802424"}, "business-address": {"street1": "11 STATE ST", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "6179332020"}, "mail-address": {"street1": "11 STATE STREET", "city": "WOBURN", "state": "MA", "zip": "01801"}, "former-company": {"former-conformed-name": "POLYMEDICA INDUSTRIES INC", "date-changed": "19930328"}}
text: As filed with the Securities and Exchange Commission on November 29, 2001
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               POLYMEDICA CORPORATION
               (Exact name of registrant as specified in its charter)
  
          MASSACHUSETTS                                        04-3033368
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                        Identification Number)
  
   11 STATE STREET, WOBURN, MASSACHUSETTS                         01801
  (Address of Principal Executive Offices)                      (Zip Code)
  
                              2000 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                             JOHN K.P. STONE III, ESQ.,
                                  HALE AND DORR LLP
                                   60 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
  
                           CALCULATION OF REGISTRATION FEE
  ========================== ===================== ========================= ======================= ================
  Title of securities to        Amount to be          Proposed maximum         Proposed maximum        Amount of
        be registered             registered       offering price per share    aggregate offering     registration
                                                                                     price                 fee
  ========================== ===================== ========================= ======================= ================
  Common Stock,                600,000 shares               $22.93(1)              $13,758,000(1)       $3,288.16
  $0.01 par value
  ========================== ===================== ========================= ======================= ================
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the Common
           Stock on the Nasdaq National Market on November 26, 2001 in accordance
           with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  ================================================================================
  Statement of Incorporation by Reference
  
       This Registration Statement on Form S-8 incorporates by reference the
  contents of the Registration Statement on Form S-8, File No. 333-49356, filed by
  the Registrant on November 6, 2000, relating to the Registrant's 2000 Stock
  Incentive Plan.
  
                                         2
  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 Woburn, Massachusetts, on the 29th day of November,
  2001.
  
                                            PolyMedica Corp. (registrant)
  
                                            By: /s/ Steven J. Lee
                                                ---------------------------
                                                Steven J. Lee
                                                Chairman of the Board of Directors
                                                and Chief Executive Officer
                                                (Principal Executive Officer)
  
                                         3
  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of PolyMedica Corporation,
  hereby severally constitute Steven J. Lee, Eric G. Walters and John K.P. Stone
  III, 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
  directors to enable PolyMedica Corporation 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 and
  on the date indicated.
  Signature                                      Title                                  Date
  Chairman of the Board of Directors and          November 29, 2001
  /s/ Steven J. Lee                            Chief Executive Officer (Principal
  -------------------------                    Executive Officer)
  Steven J. Lee
  
                                               Executive Vice President and                    November 29, 2001
  /s/ Eric G. Walters                          Clerk (Principal Financial
  -------------------------                    Officer)
  Eric G. Walters
  
  /s/ Stephen C. Farrell                       Chief Financial Officer                         November 9, 2001
  -------------------------                    (Principal Accounting Officer)
  Stephen C. Farrell
  
  /s/ Thomas S. Soltys                         Director                                        November 12, 2001
  -------------------------
  Thomas S. Soltys
  
  /s/ Daniel S. Bernstein                      Director                                        November 29, 2001
  -------------------------
  Daniel S. Bernstein
  
  /s/ Frank W. LoGerfo                         Director                                        November 29, 2001
  -------------------------
  Frank W. LoGerfo
  
  /s/ Marcia J. Hooper                         Director                                        November 29, 2001
  -------------------------
  Marcia J. Hooper
  
  /s/ Herbert A. Denton                        Director                                        November 29, 2001
  -------------------------
  Herbert A. Denton
  
  /s/ Samuel L. Shanaman                       Director                                        November 29, 2001
  -------------------------
  Samuel L. Shanaman
  4
  EXHIBIT INDEX
  
   Exhibit
   Number          Description
   -------         -----------
  
   4.1             Restated Articles of Organization of the Registrant (1)
  
   4.2             Restated By-Laws of the Registrant (1)
  
   4.3             Rights Agreement dated as of January 23, 1992 by and between
                   the Registrant and the First National Bank of Boston (2)
  
   4.4             Amendment No. 1 dated December 9, 1999, amending the Rights
                   Agreement dated as of January 23, 1992 between the Registrant
                   and BankBoston, N.A. (3)
  
   5               Opinion of Hale and Dorr LLP
  
   23.1            Consent of Hale and Dorr LLP (included in Exhibit 5)
  
   23.2            Consent of PricewaterhouseCoopers LLP
  
   24              Power of Attorney (included on the signature page of this
                   Registration Statement)
  
  -----------------------
  (1) Incorporated herein by reference to the Registrant's Quarterly Report on
      Form 10-Q for the quarter ended September 30, 2001, filed November 14, 2001.
  
  (2) Incorporated herein by reference to the Registrant's Current Report on Form
      8-K, filed March 13, 1992.
  
  (3) Incorporated herein by reference to the Registrant's Quarterly Report on
      Form 10-Q for the quarter ended December 31, 1999, filed February 14, 2000.
  
                                         5