<PAGE>   1



     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 15, 2000


                        Registration No. 333- ___________



                                    FORM S-8


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                              VIRAGEN (EUROPE) LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Delaware                                   11-2788282
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                         865 S.W. 78th Avenue, Suite 100
                              Plantation, FL 33324
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)



                  Viragen (Europe) Ltd. 1997 Stock Option Plan
                   Stock Option Agreement with a Key Executive
--------------------------------------------------------------------------------
                            (Full title of the plan)


                                   Copies to:

           Gerald Smith                           James M. Schneider, Esq.
      Chairman of the Board                Atlas, Pearlman, Trop & Borkson, P.A.
      Viragen (Europe) Ltd.                     350 East Las Olas Boulevard
  865 SW 78th Avenue, Suite 100                          Suite 1700
    Plantation, Florida 33324                  Fort Lauderdale, Florida 33301
          (954) 233-8377                               (954) 763-1200
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)




<PAGE>   2



                                 CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                         Proposed maximum        maximum aggregate       Amount of
        Title of securities          Amount to be       offering price per      offering price (1)      registration
         to be registered             registered             share (1)                                    fee (1)
-------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>                   <C>                    <C>
  VIRAGEN (EUROPE) LTD. 1997 STOCK OPTION PLAN

  OPTIONS GRANTED

  Common stock, $0.01
     par value per share                      75,000         $   5.72              $  429,000            $   113

  Common stock, $0.01
     par value per share                     149,000             0.84                 125,160                 33

  Common stock, $0.01
     par value per share                      67,500             1.19                  80,325                 22

  OPTIONS RESERVED FOR GRANT

  Common stock, $0.01
     par value per share                     308,500             1.81                 558,385                147

  STOCK OPTION AGREEMENT WITH A KEY EXECUTIVE

  Common stock, $0.01
     par value per share                      50,000             7.00                 350,000                 92
                                             -------                                                     -------

                                             650,000                                                     $   407
                                             =======                                                     =======

</TABLE>

(1)      The common shares are issuable upon exercise of options with fixed
         exercise prices. Pursuant to Rule 457(h), the aggregate offering price
         and fee have been calculated based on the price at which the options
         may be exercised, except for options reserved for grant. The exercise
         price for reserved options will be determined on the date of grant.
         Accordingly, the aggregate offering price and fee on the reserved
         options are based on the last sale price of the common stock on March
         3, 2000, as quoted by the OTC Bulletin Board, pursuant to Rule 457 (h)
         (1).




                                       ii
<PAGE>   3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Viragen (Europe) Ltd. will provide the information specified in Item 1
by Rule 428 of the Securities Act of 1933 to each optionee. We are not filing
these documents as part of this registration statement or as prospectuses or
prospectus supplements, in accordance with the rules and regulations of the
Securities and Exchange Commission.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Viragen (Europe) will provide the information specified in Item 2 by
Rule 428(b) of the Securities Act of 1933 to each optionee. We are not filing
these documents as part of this registration statement or as prospectuses or
prospectus supplements, in accordance with the rules and regulations of the
Securities and Exchange Commission.



                                       1
<PAGE>   4


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         We incorporate by reference the documents, which we filed previously
with the Securities and Exchange Commission, listed below:

          o    Quarterly report on Form 10-Q, for the quarterly period ended
               December 31, 1999, filed February 14, 2000;
          o    Quarterly report on Form 10-Q, for the quarterly period ended
               September 30, 1999, filed November 15, 1999; and
          o    Annual report on Form 10-K for the fiscal year ended June 30,
               1999, filed September 29, 1999.

We also incorporate by reference any future filings we make with the Securities
and Exchange Commission when Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934.


ITEM 4.  DESCRIPTION OF SECURITIES

COMMON STOCK

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon liquidation, dissolution or winding up
of Viragen (Europe), after payment to creditors, Viragen (Europe)'s assets will
be divided proportionately on a per share basis among the holders of our common
stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Viragen (Europe)'s By-Laws provide that a majority
of the outstanding shares of our common stock are a quorum to transact business
at a stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

EXPERTS

         Ernst & Young LLP, independent certified public accountants, have
audited our consolidated financial statements included in our Annual Report on
Form 10-K for the year ended June 30, 1999, as set forth in their report, which
is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.




                                       2
<PAGE>   5

LEGAL MATTERS

         Atlas, Pearlman, Trop & Borkson, P.A. will review the validity of the
issuance of the shares of our common stock being offered. They are located at
350 East Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301. Members
of that firm or members of their family own a total of 7,000 shares of our
common stock.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending, or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.

         A corporation may indemnify against expenses, including attorney's
fees, and, except for an action by or in the name of the corporation, against
judgments, fines and amounts paid in settlement as part of this suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.

         In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which this action was brought determines that the person is reasonably entitled
to indemnity for expenses.

         Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses, including attorney's fees, actually and
reasonably incurred by him or her.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Viragen (Europe) pursuant to the foregoing provisions, Viragen (Europe) has been
informed that in the opinion of the Securities and Exchange Commission,
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification against these liabilities, other than
the payment by Viragen (Europe) in the successful defense of any action, suit or
proceeding, is asserted, Viragen (Europe) 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 indemnification by it is
against public policy. Viragen (Europe) will be governed by the final
adjudication of this issue.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.





                                       3
<PAGE>   6


ITEM 8.  EXHIBITS

 4.  Instruments defining the rights of security holders, including indentures.

     4.1  Viragen (Europe) Ltd. 1997 Stock Option Plan *

     4.2  Stock Option Agreement between Viragen (Europe) Ltd. and Donald Magnus
          Nicolson dated April 1, 1996 *

 5.  Opinion of Atlas, Pearlman, Trop & Borkson, P.A. as to the validity of
     securities being registered. *

23.  Consents of experts and counsel.

     23.1 Consent of Independent Certified Public Accountants. *

     23.2 Consent of Atlas, Pearlman, Trop & Borkson, P.A. (included as part of
          Exhibit 5).

*Filed herewith.


ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

(1)  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 of 1933;

     (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;


     (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;




                                       4
<PAGE>   7

         Provided, however, that paragraphs (1)(i) and (1)(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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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.

          (3)  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.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 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 Act and will be governed by the final adjudication of
such issue.







                                       5
<PAGE>   8


                                   SIGNATURES


         THE REGISTRANT. 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 Plantation, State of Florida on March 14, 2000.

                                         VIRAGEN (EUROPE) LTD.

                                         By: /s/ Gerald Smith
                                             ----------------------------------
                                             Gerald Smith
                                             Chairman of the Board of Directors
                                             and President


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                SIGNATURE                                       TITLE                                      DATE
                ---------                                       -----                                      ----
<S>                                           <C>                                                     <C>
                                              Chairman of the Board Of Directors, President, and      March 14, 2000
/s/  Gerald Smith                             Principal Executive Officer
------------------------------------------
Gerald Smith



                                              Director, Executive Vice President, and Principal       March 14, 2000
/s/ Dennis W. Healey                          Financial Officer
------------------------------------------
Dennis W. Healey



/s/ Dr. D. Magnus Nicolson                    Chief Operating Officer and Director                    March 14, 2000
------------------------------------------
Dr. D. Magnus Nicolson



                                              Director
------------------------------------------
Dr. Peter Cooper



/S/  Dr. William H. Stimson                   Director                                                March 14, 2000
------------------------------------------
Dr. William H. Stimson



/s/ Dr. Peng Lee Yap                          Director                                                March 14, 2000
------------------------------------------
Dr. Peng Lee Yap



/s/ Jose I. Ortega                            Controller and Principal Accounting Officer             March 14, 2000
------------------------------------------
Jose I. Ortega


</TABLE>



                                       6
[{"type": "S-8", "sequence": "1", "description": "VIRAGEN (EUROPE) LTD FORM S-8", "secsgml_size_bytes": 19103}]
{"company-data": {"conformed-name": "VIRAGEN EUROPE LTD", "cik": "0000785081", "assigned-sic": "2836", "irs-number": "112788282", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32520", "film-number": "570353"}, "business-address": {"street1": "865 S W 78TH AVENUE", "street2": "SUITE 100", "city": "PLANTATION", "state": "FL", "zip": "33324", "phone": "3055576000"}, "mail-address": {"street1": "2343 WEST 76TH STREET", "city": "HIALEAH", "state": "FL", "zip": "33016"}, "former-company": [{"former-conformed-name": "SECTOR ASSOCIATES LTD", "date-changed": "19920703"}, {"former-conformed-name": "SRSI CAPITAL GROUP INC", "date-changed": "19890123"}, {"former-conformed-name": "ACTION ASSOCIATES INC", "date-changed": "19871118"}]}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 15, 2000

                        Registration No. 333- ___________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              VIRAGEN (EUROPE) LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                   11-2788282
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                         865 S.W. 78th Avenue, Suite 100
                              Plantation, FL 33324
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                  Viragen (Europe) Ltd. 1997 Stock Option Plan
                   Stock Option Agreement with a Key Executive
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                   Copies to:

           Gerald Smith                           James M. Schneider, Esq.
      Chairman of the Board                Atlas, Pearlman, Trop & Borkson, P.A.
      Viragen (Europe) Ltd.                     350 East Las Olas Boulevard
  865 SW 78th Avenue, Suite 100                          Suite 1700
    Plantation, Florida 33324                  Fort Lauderdale, Florida 33301
          (954) 233-8377                               (954) 763-1200
--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)
2

                                 CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                         Proposed maximum        maximum aggregate       Amount of
        Title of securities          Amount to be       offering price per      offering price (1)      registration
         to be registered             registered             share (1)                                    fee (1)
-------------------------------------------------------------------------------------------------------------------------
VIRAGEN (EUROPE) LTD. 1997 STOCK OPTION PLAN

  OPTIONS GRANTED

  Common stock, $0.01
     par value per share                      75,000         $   5.72              $  429,000            $   113

  Common stock, $0.01
     par value per share                     149,000             0.84                 125,160                 33

  Common stock, $0.01
     par value per share                      67,500             1.19                  80,325                 22

  OPTIONS RESERVED FOR GRANT

  Common stock, $0.01
     par value per share                     308,500             1.81                 558,385                147

  STOCK OPTION AGREEMENT WITH A KEY EXECUTIVE

  Common stock, $0.01
     par value per share                      50,000             7.00                 350,000                 92
                                             -------                                                     -------

                                             650,000                                                     $   407
                                             =======                                                     =======
(1)      The common shares are issuable upon exercise of options with fixed
         exercise prices. Pursuant to Rule 457(h), the aggregate offering price
         and fee have been calculated based on the price at which the options
         may be exercised, except for options reserved for grant. The exercise
         price for reserved options will be determined on the date of grant.
         Accordingly, the aggregate offering price and fee on the reserved
         options are based on the last sale price of the common stock on March
         3, 2000, as quoted by the OTC Bulletin Board, pursuant to Rule 457 (h)
         (1).

                                       ii
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

         Viragen (Europe) Ltd. will provide the information specified in Item 1
by Rule 428 of the Securities Act of 1933 to each optionee. We are not filing
these documents as part of this registration statement or as prospectuses or
prospectus supplements, in accordance with the rules and regulations of the
Securities and Exchange Commission.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Viragen (Europe) will provide the information specified in Item 2 by
Rule 428(b) of the Securities Act of 1933 to each optionee. We are not filing
these documents as part of this registration statement or as prospectuses or
prospectus supplements, in accordance with the rules and regulations of the
Securities and Exchange Commission.

                                       1
4

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         We incorporate by reference the documents, which we filed previously
with the Securities and Exchange Commission, listed below:

          o    Quarterly report on Form 10-Q, for the quarterly period ended
               December 31, 1999, filed February 14, 2000;
          o    Quarterly report on Form 10-Q, for the quarterly period ended
               September 30, 1999, filed November 15, 1999; and
          o    Annual report on Form 10-K for the fiscal year ended June 30,
               1999, filed September 29, 1999.

We also incorporate by reference any future filings we make with the Securities
and Exchange Commission when Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934.

ITEM 4.  DESCRIPTION OF SECURITIES

COMMON STOCK

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon liquidation, dissolution or winding up
of Viragen (Europe), after payment to creditors, Viragen (Europe)'s assets will
be divided proportionately on a per share basis among the holders of our common
stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Viragen (Europe)'s By-Laws provide that a majority
of the outstanding shares of our common stock are a quorum to transact business
at a stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

EXPERTS

         Ernst & Young LLP, independent certified public accountants, have
audited our consolidated financial statements included in our Annual Report on
Form 10-K for the year ended June 30, 1999, as set forth in their report, which
is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.

                                       2
5

LEGAL MATTERS

         Atlas, Pearlman, Trop & Borkson, P.A. will review the validity of the
issuance of the shares of our common stock being offered. They are located at
350 East Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301. Members
of that firm or members of their family own a total of 7,000 shares of our
common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of Delaware allows a
corporation to indemnify any person who was or is, or is threatened to be made a
party to any threatened, pending, or completed suit or proceeding. This applies
whether the matter is civil, criminal, administrative or investigative because
he or she is or was a director, officer, employee or agent of the corporation.

         A corporation may indemnify against expenses, including attorney's
fees, and, except for an action by or in the name of the corporation, against
judgments, fines and amounts paid in settlement as part of this suit or
proceeding. This applies only if the person indemnified acted in good faith and
in a manner he or she reasonably believed to be in the best interest of the
corporation. In addition, with respect to any criminal action or proceeding, the
person had no reasonable cause to believe his or her conduct was unlawful.

         In the case of an action by or in the name of the corporation, no
indemnification of expenses may be made for any claim, as to which the person
has been found to be liable to the corporation. The exception is if the court in
which this action was brought determines that the person is reasonably entitled
to indemnity for expenses.

         Section 145 of the General Corporation Law of Delaware further provides
that if a director, officer, employee or agent of the corporation has been
successful in the defense of any suit, claim or proceeding described above, he
or she will be indemnified for expenses, including attorney's fees, actually and
reasonably incurred by him or her.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Viragen (Europe) pursuant to the foregoing provisions, Viragen (Europe) has been
informed that in the opinion of the Securities and Exchange Commission,
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification against these liabilities, other than
the payment by Viragen (Europe) in the successful defense of any action, suit or
proceeding, is asserted, Viragen (Europe) 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 indemnification by it is
against public policy. Viragen (Europe) will be governed by the final
adjudication of this issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

                                       3
6

ITEM 8.  EXHIBITS

 4.  Instruments defining the rights of security holders, including indentures.

     4.1  Viragen (Europe) Ltd. 1997 Stock Option Plan *

     4.2  Stock Option Agreement between Viragen (Europe) Ltd. and Donald Magnus
          Nicolson dated April 1, 1996 *

 5.  Opinion of Atlas, Pearlman, Trop & Borkson, P.A. as to the validity of
     securities being registered. *

23.  Consents of experts and counsel.

     23.1 Consent of Independent Certified Public Accountants. *

     23.2 Consent of Atlas, Pearlman, Trop & Borkson, P.A. (included as part of
          Exhibit 5).

*Filed herewith.

ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

(1)  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 of 1933;

     (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;

     (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;

                                       4
7

         Provided, however, that paragraphs (1)(i) and (1)(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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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.

          (3)  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.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 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 Act and will be governed by the final adjudication of
such issue.

                                       5
8

                                   SIGNATURES

         THE REGISTRANT. 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 Plantation, State of Florida on March 14, 2000.

                                         VIRAGEN (EUROPE) LTD.

                                         By: /s/ Gerald Smith
                                             ----------------------------------
                                             Gerald Smith
                                             Chairman of the Board of Directors
                                             and President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                       TITLE                                      DATE
                ---------                                       -----                                      ----
Chairman of the Board Of Directors, President, and      March 14, 2000
/s/  Gerald Smith                             Principal Executive Officer
------------------------------------------
Gerald Smith

                                              Director, Executive Vice President, and Principal       March 14, 2000
/s/ Dennis W. Healey                          Financial Officer
------------------------------------------
Dennis W. Healey

/s/ Dr. D. Magnus Nicolson                    Chief Operating Officer and Director                    March 14, 2000
------------------------------------------
Dr. D. Magnus Nicolson

                                              Director
------------------------------------------
Dr. Peter Cooper

/S/  Dr. William H. Stimson                   Director                                                March 14, 2000
------------------------------------------
Dr. William H. Stimson

/s/ Dr. Peng Lee Yap                          Director                                                March 14, 2000
------------------------------------------
Dr. Peng Lee Yap

/s/ Jose I. Ortega                            Controller and Principal Accounting Officer             March 14, 2000
------------------------------------------
Jose I. Ortega
6