content: <PAGE>   1
                                                     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.
                    Stock Option Plan for Non-Employee Directors
                             1998 Equity Incentive 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
  share                     201,616(3)               $37.97                    $7,655,360                 $2,021
  -------------------------------------------------------------------------------------------------------------------
  
  </TABLE>
  
  <PAGE>   2
  
  (1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
       registration statement shall 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 October 20, 2000,
       $37.97, as reported on the Nasdaq National Market for securities of the
       same class as those to be offered.
  
  (3)  This registration statement relates to 200,000 shares of Common Stock, $.01
       par value per share, reserved for issuance under the Stock Option Plan for
       Non-Employee Directors (the "Director Plan"), which shares are in addition
       to 300,000 shares of Common Stock, $.01 par value per share, previously
       registered pursuant to a Registration Statement on Form S-8 and filed with
       the Securities and Exchange Commission (Registration No. 333-13283) and
       1,616 shares of Common Stock, $.01 par value per share, reserved for
       issuance under the 1998 Equity Incentive Plan (the "1998 Plan"), which
       shares are in addition to 917,354 shares of Common Stock, $.01 par value
       per share, previously registered pursuant to a Registration Statement on
       Form S-8 (Registration No. 333-89575) and filed with the Securities and
       Exchange Commission. The current filing is being made to register the
       200,000 shares which are issuable under the Director Plan and the 1,616
       shares which are issuable under the 1998 Plan.
  
  
  
  <PAGE>   3
       Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s Registration
  Statements on Form S-8 (File Nos. 333-13283 and 333-89575) 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, 2000;
  
       (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
  
       (c)  Current Reports on Form 8-K dated March 30, 2000, April 28, 2000 and
            June 12, 2000; and
  
       (d)  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 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 Preferred Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.1 to the Registrant's
            Registration Statement on Form S-3 (File No. 333-50157)).
  
       4.3  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).
  
       4.4  Indenture, dated as of March 1, 1998, between the Registrant and State
            Street Bank and Trust Company, as trustee (Incorporated by reference
            to Exhibit 4.7 to the Registrant's Registration Statement on Form S-3
            (File No. 333-50157)).
  
  
                                        II-1
  <PAGE>   4
  
       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).
  
       99.1 Alkermes, Inc. Stock Option Plan for Non-Employee Directors.
  
       99.2 Alkermes, Inc. 1998 Equity Incentive Plan (Incorporated by reference
            to Exhibit 10.6 to the Registrant's Report on Form 10-K for the fiscal
            year ended March 31, 1999).
  
  
                                        II-2
  <PAGE>   5
  
                                     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 October
  27, 2000.
  
  
                                             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                       October 27, 2000
  ------------------------     Chairman of the Board
  Michael A. Wall
  
  
  /s/ Richard F. Pops          Director and Chief                 October 27, 2000
  ------------------------     Executive Officer
  Richard F. Pops              (Principal Executive Officer)
  
  
  /s/ Robert A. Breyer         Director, President                October 27, 2000
  ------------------------     and Chief Operating Officer
  Robert A. Breyer
  
  
                                        II-3
  <PAGE>   6
  /s/ James M. Frates          Vice President, Chief              October 27, 2000
  ------------------------     Financial Officer and Treasurer
  James M. Frates              (Principal Financial Officer
                               and Principal Accounting Officer)
  
  
  /s/ Floyd E. Bloom           Director                           October 27, 2000
  ------------------------
  Floyd E. Bloom
  
  
  /s/ John K. Clarke           Director                           October 27, 2000
  ------------------------
  John K. Clarke
  
  
                               Director
  ------------------------
  Alexander Rich
  
  
  /s/ Paul Schimmel            Director                           October 27, 2000
  ------------------------
  Paul Schimmel
  
  
  
                                        II-4
  
  <PAGE>   7
                                    EXHIBIT INDEX
  
  
  Number                       Exhibit
  ------                       -------
  
  4.1       Specimen of 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 Preferred Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.1 to the Registrant's
            Registration Statement on Form S-3 (File No. 333-50157)).
  
  4.3       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).
  
  4.4       Indenture, dated as of March 1, 1998, between the Registrant and State
            Street Bank and Trust Company, as trustee (Incorporated by reference
            to Exhibit 4.7 to the Registrant's Registration Statement on Form S-3
            (File No. 333-50157)).
  
  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).
  
  99.1      Alkermes, Inc. Stock Option Plan for Non-Employee Directors.
  
  99.2      Alkermes, Inc. 1998 Equity Incentive Plan (Incorporated by reference
            to Exhibit 10.6 to the Registrant's Report on Form 10-K for the fiscal
            year ended March 31, 1999).
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37227als-8.txt", "description": "ALKERMES, INC.", "secsgml_size_bytes": 13344}]
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": "333-48768", "film-number": "747286"}, "business-address": {"street1": "64 SIDNEY ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02139-4136", "phone": "6174940171"}}
text: 1
                                                     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.
                    Stock Option Plan for Non-Employee Directors
                             1998 Equity Incentive 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
  share                     201,616(3)               $37.97                    $7,655,360                 $2,021
  -------------------------------------------------------------------------------------------------------------------
  2
  
  (1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
       registration statement shall 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 October 20, 2000,
       $37.97, as reported on the Nasdaq National Market for securities of the
       same class as those to be offered.
  
  (3)  This registration statement relates to 200,000 shares of Common Stock, $.01
       par value per share, reserved for issuance under the Stock Option Plan for
       Non-Employee Directors (the "Director Plan"), which shares are in addition
       to 300,000 shares of Common Stock, $.01 par value per share, previously
       registered pursuant to a Registration Statement on Form S-8 and filed with
       the Securities and Exchange Commission (Registration No. 333-13283) and
       1,616 shares of Common Stock, $.01 par value per share, reserved for
       issuance under the 1998 Equity Incentive Plan (the "1998 Plan"), which
       shares are in addition to 917,354 shares of Common Stock, $.01 par value
       per share, previously registered pursuant to a Registration Statement on
       Form S-8 (Registration No. 333-89575) and filed with the Securities and
       Exchange Commission. The current filing is being made to register the
       200,000 shares which are issuable under the Director Plan and the 1,616
       shares which are issuable under the 1998 Plan.
  3
       Part I and Items 4-7 and 9 of Part II of Alkermes, Inc.'s Registration
  Statements on Form S-8 (File Nos. 333-13283 and 333-89575) 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, 2000;
  
       (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
  
       (c)  Current Reports on Form 8-K dated March 30, 2000, April 28, 2000 and
            June 12, 2000; and
  
       (d)  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 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 Preferred Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.1 to the Registrant's
            Registration Statement on Form S-3 (File No. 333-50157)).
  
       4.3  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).
  
       4.4  Indenture, dated as of March 1, 1998, between the Registrant and State
            Street Bank and Trust Company, as trustee (Incorporated by reference
            to Exhibit 4.7 to the Registrant's Registration Statement on Form S-3
            (File No. 333-50157)).
  
                                        II-1
  4
  
       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).
  
       99.1 Alkermes, Inc. Stock Option Plan for Non-Employee Directors.
  
       99.2 Alkermes, Inc. 1998 Equity Incentive Plan (Incorporated by reference
            to Exhibit 10.6 to the Registrant's Report on Form 10-K for the fiscal
            year ended March 31, 1999).
  
                                        II-2
  5
  
                                     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 October
  27, 2000.
  
                                             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                       October 27, 2000
  ------------------------     Chairman of the Board
  Michael A. Wall
  
  /s/ Richard F. Pops          Director and Chief                 October 27, 2000
  ------------------------     Executive Officer
  Richard F. Pops              (Principal Executive Officer)
  
  /s/ Robert A. Breyer         Director, President                October 27, 2000
  ------------------------     and Chief Operating Officer
  Robert A. Breyer
  
                                        II-3
  6
  /s/ James M. Frates          Vice President, Chief              October 27, 2000
  ------------------------     Financial Officer and Treasurer
  James M. Frates              (Principal Financial Officer
                               and Principal Accounting Officer)
  
  /s/ Floyd E. Bloom           Director                           October 27, 2000
  ------------------------
  Floyd E. Bloom
  
  /s/ John K. Clarke           Director                           October 27, 2000
  ------------------------
  John K. Clarke
  
                               Director
  ------------------------
  Alexander Rich
  
  /s/ Paul Schimmel            Director                           October 27, 2000
  ------------------------
  Paul Schimmel
  
                                        II-4
  7
                                    EXHIBIT INDEX
  
  Number                       Exhibit
  ------                       -------
  
  4.1       Specimen of 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 Preferred Stock Certificate of Alkermes, Inc.
            (Incorporated by reference to Exhibit 4.1 to the Registrant's
            Registration Statement on Form S-3 (File No. 333-50157)).
  
  4.3       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).
  
  4.4       Indenture, dated as of March 1, 1998, between the Registrant and State
            Street Bank and Trust Company, as trustee (Incorporated by reference
            to Exhibit 4.7 to the Registrant's Registration Statement on Form S-3
            (File No. 333-50157)).
  
  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).
  
  99.1      Alkermes, Inc. Stock Option Plan for Non-Employee Directors.
  
  99.2      Alkermes, Inc. 1998 Equity Incentive Plan (Incorporated by reference
            to Exhibit 10.6 to the Registrant's Report on Form 10-K for the fiscal
            year ended March 31, 1999).