<PAGE>


AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2002

                                                         REGISTRATION NO. ______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         ------------------------------

                              TUTOGEN MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

          FLORIDA                                       59-3100165
          -------                                       ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                925 ALLWOOD ROAD
                                CLIFTON, NJ 07012
                    (Address of Principal Executive Offices)

               1996 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

                            (Full title of the plan)

                                 MANFRED KRUEGER
                      TUTOGEN MEDICAL, INC. 925 ALLWOOD ROAD
                         CLIFTON, NJ 07012 973/365-2799
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)

                         ------------------------------

                                    COPY TO:
                            WILLIAM J. SCHIFINO, ESQ.
                           SCHIFINO & FLEISCHER, P.A.
                                   SUITE 2700
                              ONE TAMPA CITY CENTER
                              TAMPA, FLORIDA 33602

                         -------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
                                                      PROPOSED               PROPOSED
                                                       MAXIMUM                MAXIMUM
                                AMOUNT                OFFERING               AGGREGATE               AMOUNT
TITLE OF SECURITIES TO           TO BE                  PRICE                OFFERING            OF REGISTRATION
     BE REGISTERED           REGISTERED(1)          PER SHARE(2)               PRICE                 FEE(2)
----------------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>                     <C>                  <C>
COMMON STOCK, $.01 PAR
VALUE                       1,000,000 SHS.              $3.05               $3,050,000               $281.00
================================================================================================================
</TABLE>

                            ------------------------

(1)  Pursuant to Rule 416, this Registration Statement also covers such
     indeterminate number of additional shares as may hereinafter be offered or
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions effected without receipt of consideration as provided
     by the Plan.

(2)  Pursuant to Rule 457(h), the offering price is estimated solely for the
     purpose of determining the registration fee and is based on the average of
     the bid and ask prices of the common stock on the American Stock Exchange
     on January 11, 2002.


<PAGE>


                                     PART I

         The purpose of this Registration Statement is to reflect an amendment
to the Company's 1996 Incentive and Non-statutory Stock Option Plan. In
connection with the annual meeting of shareholders held March 26, 2001, the
shareholders approved an amendment to the Company's 1996 Incentive and
Non-Statutory Stock Option Plan, increasing the number of shares covered thereby
from 2,500,000 to 3,500,000 shares. The additional 1,000,000 shares are being
registered hereunder.

         The contents of the Registrant's earlier Registration Statement (File
No. 333-15383) are incorporated herein by reference. There has been no material
change in the disclosure requirements from that which was set forth in the
earlier Registration Statement.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                Tutogen Medical, Inc. (the "Company") hereby incorporates the
following documents, previously filed with the Securities and Exchange
Commission, by reference:

        (a)     The Company's latest Annual Report on Form 10-KSB for the fiscal
                year ended September 30, 2001.

        (b)     The Company's Articles of Incorporation authorize the issuance
                of 30,000,000 shares of Common Stock with a par value of $.01
                per share. The holders of the shares of Common Stock are
                entitled to one vote for each share held of record on all
                matters on which stockholders are entitled or permitted to vote.
                Such holders may not cumulate votes in the election of
                directors. The holders of Common Stock are entitled to receive
                such dividends as may lawfully be declared by the Board of
                Directors out of funds legally available therefor and to share
                pro rata in any other distribution to the holders of Common
                Stock. The holders of Common Stock are entitled to share ratably
                in the assets of the Company remaining after the payment of
                liabilities in the event of any liquidation, dissolution or
                winding up of the affairs of the Company. There are no
                preemptive rights, conversion rights, redemption or sinking fund
                provisions or fixed dividend rights with respect to the Common
                Stock.

In addition, all documents subsequently filed by the Company pursuant to Section
13, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities have been sold or
which de-registers those remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

                The Company's shares of Common Stock are registered with the
                Securities and Exchange Commission pursuant to Section 12 of the
                Securities Exchange Act of 1934.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Article VI, Sections B, C and D of the By-Laws of the Company
                provide for the indemnification by the Company of each director,
                officer, and employee of the Company against all costs, charges
                and expenses, including an amount paid to settle an action or
                satisfy a judgment, to which he or they are made a part by
                reason of his/her being or having been a director of the Company
                or a director of such corporation, including any action brought
                by the Company or any such corporation. Each director of the
                Company on being elected or appointed shall be deemed to have
                contracted with the Company on the terms of the foregoing
                indemnity.


<PAGE>

                Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                or persons controlling the Company pursuant to the foregoing
                provisions, the Company has been informed that in the opinion of
                the Securities and Exchange Commission, such indemnification is
                against public policy as expressed in the Act and is therefor
                unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                None

ITEM 8. EXHIBITS

                The following are filed as Exhibits to this Registration
                Statement

                Exhibits:

<TABLE>
<S>                      <C>
                4.2      A copy of the Amendment to the Company's 1996 Incentive and
                         Non-Statutory Stock Option Plan approved by shareholders on
                         March 26, 2001.

                5.       Opinion of Schifino & Fleischer, P. A. as to the shares of
                         Common Stock being registered.

                23.1     Consent of Schifino & Fleischer, P. A. (filed as Exhibit 5).

                23.2     Consent of Deloitte & Touche LLP, the Company's independent
                         auditors.
</TABLE>

ITEM 9. UNDERTAKINGS

                The undersigned Registrant hereby undertakes:

                (1) 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.

                (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 for registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                (4) 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.

                (5) insofar as indemnification for liabilities arising under
the Securities Act of 1933 may




<PAGE>

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.


<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 Clifton and State of New Jersey, on the 28th day of
December, 2001.

                                       TUTOGEN MEDICAL, INC.

                                       By:   /s/ Manfred Krueger
                                             ---------------------------------
                                             Manfred Krueger, President and
                                             Chief Executive Officer

         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>
/s/ Manfred Krueger                           Chief Executive Officer             December 28, 2001
------------------------------------               and Director
Manfred Krueger

/s/ George Lombardi                               Chief Financial                 December 28, 2001
------------------------------------          and Accounting Officer
George Lombardi

/s/ G. Russell Cleveland                             Director                     December 28, 2001
------------------------------------
G. Russell Cleveland

/s/ Robert C. Farone                                 Director                     December 28, 2001
------------------------------------
Robert C. Farone

/s/ J. Harold Helderman                              Director                     December 28, 2001
------------------------------------
J. Harold Helderman

/s/ P. Richard Lunsford                              Director                     December 26, 2001
------------------------------------
P. Richard Lunsford

/s/ Thomas W. Pauken                                 Director                     December 28, 2001
------------------------------------
Thomas W. Pauken

                                                     Director
------------------------------------
Carlton E. Turner

                                                     Director
------------------------------------
David Wise
</TABLE>
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{"company-data": {"conformed-name": "TUTOGEN MEDICAL INC", "cik": "0000816949", "assigned-sic": "5047", "irs-number": "593100165", "state-of-incorporation": "FL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76800", "film-number": "2510470"}, "business-address": {"street1": "1719 ROUTE 10 STE 314", "street2": "STE 130", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "973-359-84"}, "mail-address": {"street1": "10500 UNIVERSITY CTR DR", "street2": "STE 130", "city": "TAMPA", "state": "FL", "zip": "33612"}, "former-company": [{"former-conformed-name": "AMERICAN BIODYNAMICS INC", "date-changed": "19920703"}, {"former-conformed-name": "BIODYNAMICS INTERNATIONAL INC", "date-changed": "19930611"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 2002

                                                         REGISTRATION NO. ______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         ------------------------------

                              TUTOGEN MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

          FLORIDA                                       59-3100165
          -------                                       ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                925 ALLWOOD ROAD
                                CLIFTON, NJ 07012
                    (Address of Principal Executive Offices)

               1996 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

                            (Full title of the plan)

                                 MANFRED KRUEGER
                      TUTOGEN MEDICAL, INC. 925 ALLWOOD ROAD
                         CLIFTON, NJ 07012 973/365-2799
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)

                         ------------------------------

                                    COPY TO:
                            WILLIAM J. SCHIFINO, ESQ.
                           SCHIFINO & FLEISCHER, P.A.
                                   SUITE 2700
                              ONE TAMPA CITY CENTER
                              TAMPA, FLORIDA 33602

                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                      PROPOSED               PROPOSED
                                                       MAXIMUM                MAXIMUM
                                AMOUNT                OFFERING               AGGREGATE               AMOUNT
TITLE OF SECURITIES TO           TO BE                  PRICE                OFFERING            OF REGISTRATION
     BE REGISTERED           REGISTERED(1)          PER SHARE(2)               PRICE                 FEE(2)
----------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR
VALUE                       1,000,000 SHS.              $3.05               $3,050,000               $281.00
================================================================================================================
------------------------

(1)  Pursuant to Rule 416, this Registration Statement also covers such
     indeterminate number of additional shares as may hereinafter be offered or
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions effected without receipt of consideration as provided
     by the Plan.

(2)  Pursuant to Rule 457(h), the offering price is estimated solely for the
     purpose of determining the registration fee and is based on the average of
     the bid and ask prices of the common stock on the American Stock Exchange
     on January 11, 2002.
PART I

         The purpose of this Registration Statement is to reflect an amendment
to the Company's 1996 Incentive and Non-statutory Stock Option Plan. In
connection with the annual meeting of shareholders held March 26, 2001, the
shareholders approved an amendment to the Company's 1996 Incentive and
Non-Statutory Stock Option Plan, increasing the number of shares covered thereby
from 2,500,000 to 3,500,000 shares. The additional 1,000,000 shares are being
registered hereunder.

         The contents of the Registrant's earlier Registration Statement (File
No. 333-15383) are incorporated herein by reference. There has been no material
change in the disclosure requirements from that which was set forth in the
earlier Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                Tutogen Medical, Inc. (the "Company") hereby incorporates the
following documents, previously filed with the Securities and Exchange
Commission, by reference:

        (a)     The Company's latest Annual Report on Form 10-KSB for the fiscal
                year ended September 30, 2001.

        (b)     The Company's Articles of Incorporation authorize the issuance
                of 30,000,000 shares of Common Stock with a par value of $.01
                per share. The holders of the shares of Common Stock are
                entitled to one vote for each share held of record on all
                matters on which stockholders are entitled or permitted to vote.
                Such holders may not cumulate votes in the election of
                directors. The holders of Common Stock are entitled to receive
                such dividends as may lawfully be declared by the Board of
                Directors out of funds legally available therefor and to share
                pro rata in any other distribution to the holders of Common
                Stock. The holders of Common Stock are entitled to share ratably
                in the assets of the Company remaining after the payment of
                liabilities in the event of any liquidation, dissolution or
                winding up of the affairs of the Company. There are no
                preemptive rights, conversion rights, redemption or sinking fund
                provisions or fixed dividend rights with respect to the Common
                Stock.

In addition, all documents subsequently filed by the Company pursuant to Section
13, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities have been sold or
which de-registers those remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

                The Company's shares of Common Stock are registered with the
                Securities and Exchange Commission pursuant to Section 12 of the
                Securities Exchange Act of 1934.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Article VI, Sections B, C and D of the By-Laws of the Company
                provide for the indemnification by the Company of each director,
                officer, and employee of the Company against all costs, charges
                and expenses, including an amount paid to settle an action or
                satisfy a judgment, to which he or they are made a part by
                reason of his/her being or having been a director of the Company
                or a director of such corporation, including any action brought
                by the Company or any such corporation. Each director of the
                Company on being elected or appointed shall be deemed to have
                contracted with the Company on the terms of the foregoing
                indemnity.
Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                or persons controlling the Company pursuant to the foregoing
                provisions, the Company has been informed that in the opinion of
                the Securities and Exchange Commission, such indemnification is
                against public policy as expressed in the Act and is therefor
                unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                None

ITEM 8. EXHIBITS

                The following are filed as Exhibits to this Registration
                Statement

                Exhibits:
4.2      A copy of the Amendment to the Company's 1996 Incentive and
                         Non-Statutory Stock Option Plan approved by shareholders on
                         March 26, 2001.

                5.       Opinion of Schifino & Fleischer, P. A. as to the shares of
                         Common Stock being registered.

                23.1     Consent of Schifino & Fleischer, P. A. (filed as Exhibit 5).

                23.2     Consent of Deloitte & Touche LLP, the Company's independent
                         auditors.
ITEM 9. UNDERTAKINGS

                The undersigned Registrant hereby undertakes:

                (1) 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.

                (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 for registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                (4) 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.

                (5) 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.
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 Clifton and State of New Jersey, on the 28th day of
December, 2001.

                                       TUTOGEN MEDICAL, INC.

                                       By:   /s/ Manfred Krueger
                                             ---------------------------------
                                             Manfred Krueger, President and
                                             Chief Executive Officer

         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
          ---------                                    -----                            ----
/s/ Manfred Krueger                           Chief Executive Officer             December 28, 2001
------------------------------------               and Director
Manfred Krueger

/s/ George Lombardi                               Chief Financial                 December 28, 2001
------------------------------------          and Accounting Officer
George Lombardi

/s/ G. Russell Cleveland                             Director                     December 28, 2001
------------------------------------
G. Russell Cleveland

/s/ Robert C. Farone                                 Director                     December 28, 2001
------------------------------------
Robert C. Farone

/s/ J. Harold Helderman                              Director                     December 28, 2001
------------------------------------
J. Harold Helderman

/s/ P. Richard Lunsford                              Director                     December 26, 2001
------------------------------------
P. Richard Lunsford

/s/ Thomas W. Pauken                                 Director                     December 28, 2001
------------------------------------
Thomas W. Pauken

                                                     Director
------------------------------------
Carlton E. Turner

                                                     Director
------------------------------------
David Wise