content: <PAGE>
      As filed with the Securities and Exchange Commission on October 25, 2002
                                                     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)
  
  
                            THOMAS L. BARRETTE, JR., ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                                  BOSTON, MA 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  <TABLE>
  <CAPTION>
  
                                            CALCULATION OF REGISTRATION FEE
  ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
                                         Number of          Proposed maximum          Proposed maximum          Amount of
          Title of securities            Shares to           offering price          aggregate offering        registration
            to be registered           be Registered           per share                   price                   fee
  ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
  <S>           <C>                       <C>                  <C>                      <C>                      <C>
  Common Stock $.01 par value            500,000               $28.39(1)                $14,195,000             $1,305.94
  (including the associated
  Preferred Stock Purchase Rights)
  ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
  </TABLE>
  (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 price of the
         Registrant's Common Stock as reported on the Nasdaq National Market on
         October 18, 2002.
  
  
  
  <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
  with the Securities and Exchange Commission on November 6, 2000 by PolyMedica
  Corporation (the "Registrant"), relating to the Registrant's 2000 Stock
  Incentive Plan.
  
                                     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 Woburn, Massachusetts, on the 25th day of October, 2002.
  
  
                                            POLYMEDICA CORPORATION
  
  
                                            By:  /s/ Samuel L. Shanaman
                                                 ---------------------------------
                                                 Samuel L. Shanaman
                                                 Interim Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of PolyMedica Corporation
  hereby severally constitute and appoint Samuel L. Shanaman, 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 on our 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 dates indicated.
  
  <TABLE>
  <CAPTION>
  
  SIGNATURE                                          TITLE                                     DATE
  ---------                                          -----                                     ----
  <S>                              <C>                                                   <C>
  /s/ Samuel L. Shanaman           Interim Chief Executive Officer and                   October 25, 2002
  ------------------------------   Director (Principal Executive Officer)
  Samuel L. Shanaman
  
  /s/ Eric G. Walters              Executive Vice President and Clerk                    October 25, 2002
  ------------------------------   (Principal Financial Officer)
  Eric G. Walters
  </TABLE>
  
                                       - 2 -
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  <S>                              <C>
  /s/ Stephen C. Farrell           Chief Financial Officer (Principal                    October 25, 2002
  ------------------------------   Accounting Officer)
  Stephen C. Farrell
  
  /s/ Steven J. Lee                Chairman of the Board of Directors                    October 25, 2002
  ------------------------------
  Steven J. Lee
  
  /s/ John K. P. Stone, III        Vice Chairman of the Board of Directors,              October 25, 2002
  -------------------------        General Counsel and Senior Vice President
  John K. P. Stone, III
  
                                   Director                                              October __, 2002
  ------------------------------
  Frank W. LoGerfo
  
  /s/ Daniel S. Bernstein          Director                                              October 25, 2002
  ------------------------------
  Daniel S. Bernstein
  
  /s/ Marcia J. Hooper             Director                                              October 25, 2002
  ------------------------------
  Marcia J. Hooper
  
  /s/ Thomas S. Soltys             Director                                              October 25, 2002
  -------------------------------
  Thomas S. Soltys
  
  /s/ Herbert A. Denton            Director                                              October 25, 2002
  -------------------------------
  Herbert A. Denton
  
                                   Director                                              October __, 2002
  -------------------------------
  Edward A. Burkhardt
  
                                   Director                                              October __, 2002
  -------------------------------
  Walter R. Maupay, Jr.
  </Table>
  
                                       - 3 -
  <PAGE>
                                    EXHIBIT INDEX
  
  
  EXHIBIT NO.                         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 September 13, 2002, between the
                  Registrant and EquiServe Trust Company, as Rights Agent(2)
  
      5.1         Opinion of Hale and Dorr LLP
  
     23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
     23.2         Consent of PricewaterhouseCoopers LLP
  
     24.1         Power of Attorney (Included on Signature Page)
  
  
  (1)      Incorporated herein by reference to Exhibit 3.1 and Exhibit 3.2 of the
           Company's Quarterly Report on Form 10-Q for the quarter ended September
           30, 2001, filed with the Securities and Exchange Commission on November
           14, 2001.
  
  (2)      Incorporated herein by reference to the Company's Current Report on
           Form 8-K, dated as of September 12, 2002.
  
  
                                       - 4 -
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b44629pcsv8.txt", "description": "POLYMEDICA CORPORATION", "secsgml_size_bytes": 8786}]
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": "333-100742", "film-number": "02798402"}, "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 October 25, 2002
                                                     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)
  
                            THOMAS L. BARRETTE, JR., ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                                  BOSTON, MA 02109
                       (Name and address of agent for service)
  
                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
                                         Number of          Proposed maximum          Proposed maximum          Amount of
          Title of securities            Shares to           offering price          aggregate offering        registration
            to be registered           be Registered           per share                   price                   fee
  ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
  Common Stock $.01 par value            500,000               $28.39(1)                $14,195,000             $1,305.94
  (including the associated
  Preferred Stock Purchase Rights)
  ---------------------------------- ----------------- ------------------------- ------------------------- -----------------
  (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 price of the
         Registrant's Common Stock as reported on the Nasdaq National Market on
         October 18, 2002.
  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
  with the Securities and Exchange Commission on November 6, 2000 by PolyMedica
  Corporation (the "Registrant"), relating to the Registrant's 2000 Stock
  Incentive Plan.
  
                                     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 Woburn, Massachusetts, on the 25th day of October, 2002.
  
                                            POLYMEDICA CORPORATION
  
                                            By:  /s/ Samuel L. Shanaman
                                                 ---------------------------------
                                                 Samuel L. Shanaman
                                                 Interim Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of PolyMedica Corporation
  hereby severally constitute and appoint Samuel L. Shanaman, 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 on our 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 dates indicated.
  SIGNATURE                                          TITLE                                     DATE
  ---------                                          -----                                     ----
  /s/ Samuel L. Shanaman           Interim Chief Executive Officer and                   October 25, 2002
  ------------------------------   Director (Principal Executive Officer)
  Samuel L. Shanaman
  
  /s/ Eric G. Walters              Executive Vice President and Clerk                    October 25, 2002
  ------------------------------   (Principal Financial Officer)
  Eric G. Walters
  - 2 -
  /s/ Stephen C. Farrell           Chief Financial Officer (Principal                    October 25, 2002
  ------------------------------   Accounting Officer)
  Stephen C. Farrell
  
  /s/ Steven J. Lee                Chairman of the Board of Directors                    October 25, 2002
  ------------------------------
  Steven J. Lee
  
  /s/ John K. P. Stone, III        Vice Chairman of the Board of Directors,              October 25, 2002
  -------------------------        General Counsel and Senior Vice President
  John K. P. Stone, III
  
                                   Director                                              October __, 2002
  ------------------------------
  Frank W. LoGerfo
  
  /s/ Daniel S. Bernstein          Director                                              October 25, 2002
  ------------------------------
  Daniel S. Bernstein
  
  /s/ Marcia J. Hooper             Director                                              October 25, 2002
  ------------------------------
  Marcia J. Hooper
  
  /s/ Thomas S. Soltys             Director                                              October 25, 2002
  -------------------------------
  Thomas S. Soltys
  
  /s/ Herbert A. Denton            Director                                              October 25, 2002
  -------------------------------
  Herbert A. Denton
  
                                   Director                                              October __, 2002
  -------------------------------
  Edward A. Burkhardt
  
                                   Director                                              October __, 2002
  -------------------------------
  Walter R. Maupay, Jr.
  - 3 -
  EXHIBIT INDEX
  
  EXHIBIT NO.                         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 September 13, 2002, between the
                  Registrant and EquiServe Trust Company, as Rights Agent(2)
  
      5.1         Opinion of Hale and Dorr LLP
  
     23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
  
     23.2         Consent of PricewaterhouseCoopers LLP
  
     24.1         Power of Attorney (Included on Signature Page)
  
  (1)      Incorporated herein by reference to Exhibit 3.1 and Exhibit 3.2 of the
           Company's Quarterly Report on Form 10-Q for the quarter ended September
           30, 2001, filed with the Securities and Exchange Commission on November
           14, 2001.
  
  (2)      Incorporated herein by reference to the Company's Current Report on
           Form 8-K, dated as of September 12, 2002.
  
                                       - 4 -