<PAGE>

As filed with the Securities and Exchange Commission on ___________
                                                   Registration No.  333-_______
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               NEOGEN CORPORATION
   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Michigan                                         38-2367843
---------------------------------                 ------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

            620 Lesher Place
            Lansing, Michigan                               48912-1595
----------------------------------------          ------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

                               NEOGEN CORPORATION
                        2002 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                James L. Herbert
                               Neogen Corporation
                                620 Lesher Place
                          Lansing, Michigan 48912-1595
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                 (517) 372-9200
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<PAGE>

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     Proposed
                                                                Proposed             Maximum          Amount of
     Title of securities          Amount to be              Maximum offering         Offering        Registration
       To be registered            Registered                Price per share         Price               Fee
-----------------------------------------------------------------------------------------------------------------
<S>   <C>                          <C>                           <C>                <C>               <C>
      Common Shares (1)            100,000                       13,125             1,312,500         $120.75(2)
</TABLE>
(1)    $0.16 par value per share.
(2)    Calculated pursuant to Rule 457(h) solely for the purpose of computing
       the registration fee and based on the average of the high and low prices
       of the Common Shares, as quoted on The Nasdaq National Market on November
       26, 2002.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.            INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are incorporated by reference in this
registration statement:

     1.  Annual Report on Form 10-K for the fiscal year ended May 31, 2002 as
         filed with the Securities and Exchange Commission pursuant to the
         Securities Exchange Act of 1934.

     2.  Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
         2002, as filed with the Securities and Exchange Commission pursuant to
         the Securities Exchange Act of 1934.

     3.  The description of the registrant's common shares included in the
         Prospectus dated October 22, 1996 included in the Registration
         Statement on Form S-2 (File no. 33-12193) effective October 22, 1996,
         as filed with the Securities and Exchange Commission pursuant to the
         Securities Act of 1933, under the caption "Description of Capital
         Stock" in the Prospectus.

         All documents subsequently filed pursuant to Sections 13(a) 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, before the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part of
this registration statement from the date of filing of such documents.

ITEM 4.            DESCRIPTION OF SECURITES.

             Not applicable.

<PAGE>

ITEM 5.               INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.               INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Michigan Business Corporation Act permits Michigan corporations
to limit the personal liability of directors for breaches of their fiduciary
duties. The Articles of Incorporation of the registrant so limit the liability
of directors. The registrant's by laws also provide for indemnification of
directors and officers [to the greatest extent permitted by law].

           The Articles of Incorporation limit director liability for breaches
of fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or that involve intentional misconduct of a knowing
violation of laws, (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act, or (iv) any transaction from which the director derived any
improper personal benefit. These provisions, however, do no affect liability
under the Securities Act.

           The Michigan Business Corporation Act authorizes a corporation under
specified circumstances to indemnify its directors and officers (including
reimbursement for expenses incurred) for any action taken or any failure to take
any action as a director or officer, except for liability for specified acts.
The provisions of the Registrant's Bylaws relating to indemnification of
directors and officers [require the registrant to indemnify directors and
officers] to the fullest extent permitted by Michigan Law. The provisions of the
Michigan Business Corporation Act are broad enough to permit indemnification
with respect to liabilities arising under the Securities Act or the Michigan
Uniform Securities Act.

           In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $5,000,000 in coverage including
liabilities under the Securities Act.

ITEM 7.               EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.               EXHIBITS.

           5.1        Opinion of Honigman Miller Schwartz and Cohn LLP.

           23.1       Consent of Deloitte & Touche, LLP.

           23.2       Consent of BDO Seidman, LLP.

           23.3       Consent of Honigman Miller Schwartz and Cohn LLP (included
                      in the opinion filed as Exhibit 5.1 to this Registration
                      Statement).

<PAGE>

          24.1   Powers of Attorney (included after the signature of the
                 Registrant contained on page 6 of this Registration Statement).

          99.1   Neogen Corporation 2002 Employee Stock Purchase Plan
                 incorporated by reference to The Registrant's Proxy Statement
                 (Schedule 14A), filed with the Commission on August 29, 2002.


ITEM 9.          UNDERTAKINGS.

          (a)    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, unless the
                           information required to be included in such
                           post-effective amendment is contained in periodic
                           reports filed with or furnished to the Commission by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act and incorporated herein by
                           reference;

                           (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 hereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this registration statement,
                           unless the information required to be included in
                           such post-effective amendment is contained in
                           periodic reports filed with or furnished to the
                           Commission by the registrant pursuant to Section 13
                           or 15(d) of the Securities Exchange Act and
                           incorporated herein by reference;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in this registration statement or any
                           material change to such information in this
                           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 herein, and

<PAGE>

                 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.

                 (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 Act of 1934 that is incorporated by reference in
                 this registration statement shall be deemed to be a new
                 registration statement relating to the securities offered
                 herein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof.

          (b) 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 provisions of
          Item 6, 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 Securities Act of 1933
          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 Securities Act of 1933
          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 Lansing, State of Michigan, on December 2, 2002.

                                                   NEOGEN CORPORATION


                                                   By: /s/ JAMES L. HERBERT
                                                   ----------------------------
                                                            James L. Herbert
                                                            Its:  President

<PAGE>

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of NEOGEN CORPORATION, a Michigan corporation (the
"Registrant"), hereby constitutes and appoints James L. Herbert and Richard R.
Current and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the
Registrant under the Securities Act, which registration statement relates to the
registration and issuance of the Registrant's Common Shares, par value $0.16 a
share, pursuant to the Neogen Corporation 2002 Employee Stock Purchase Plan, and
any of the documents relating to such registration statement; any and all
amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
an about the premises in order to effectuate the personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, may lawfully do or cause to be done by virtue hereof.

     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 date indicated.

Signature                    Title                             Date
--------------------------   ----------------------------      -----------------


/s/ JAMES L. HERBERT         President, Chief Executive        December 2, 2002
--------------------------   Officer, Director (Principal
James L. Herbert             Executive Officer)


/s/ RICHARD R. CURRENT       Vice President,                   December 2, 2002
--------------------------   Chief Financial Officer
Richard R. Current           (Principal Financial and
                             Accounting Officer)


/s/ JACK C. PARNELL          Chairman, Board of Directors      December 2, 2002
--------------------------
Jack C. Parnell

<PAGE>

/s/ THOMAS H. REED           Secretary and Director            December 2, 2002
--------------------------
Thomas H. Reed


/s/ LON M. BOHANNON          Director                          December 2, 2002
--------------------------
Lon M. Bohannon


/s/ ROBERT M. BOOK           Director                          December 2, 2002
--------------------------
Robert M. Book


/s/ HERBERT D. DOAN          Director                          December 2, 2002
--------------------------
Herbert D. Doan


/s/ GORDON E. GUYER          Director                          December 2, 2002
--------------------------
Gordon E. Guyer


/s/ LEONARD E. HELLER        Director                          December 2, 2002
--------------------------
Leonard E. Heller


/s/ G. BRUCE PAPESH          Director                          December 2, 2002
--------------------------
G. Bruce Papesh
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16792}]
{"company-data": {"conformed-name": "NEOGEN CORP", "cik": "0000711377", "assigned-sic": "2835", "irs-number": "382367843", "state-of-incorporation": "MI", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101638", "film-number": "02848446"}, "business-address": {"street1": "620 LESHER PLACE", "city": "LANSING", "state": "MI", "zip": "48912", "phone": "5173729200"}, "mail-address": {"street2": "620 LESHER PLACE", "city": "LANSING", "state": "MI", "zip": "48912"}}
As filed with the Securities and Exchange Commission on ___________
                                                   Registration No.  333-_______
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               NEOGEN CORPORATION
   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Michigan                                         38-2367843
---------------------------------                 ------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

            620 Lesher Place
            Lansing, Michigan                               48912-1595
----------------------------------------          ------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

                               NEOGEN CORPORATION
                        2002 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                James L. Herbert
                               Neogen Corporation
                                620 Lesher Place
                          Lansing, Michigan 48912-1595
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (517) 372-9200
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------
Proposed
                                                                Proposed             Maximum          Amount of
     Title of securities          Amount to be              Maximum offering         Offering        Registration
       To be registered            Registered                Price per share         Price               Fee
-----------------------------------------------------------------------------------------------------------------
Common Shares (1)            100,000                       13,125             1,312,500         $120.75(2)
(1)    $0.16 par value per share.
(2)    Calculated pursuant to Rule 457(h) solely for the purpose of computing
       the registration fee and based on the average of the high and low prices
       of the Common Shares, as quoted on The Nasdaq National Market on November
       26, 2002.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.            INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed below are incorporated by reference in this
registration statement:

     1.  Annual Report on Form 10-K for the fiscal year ended May 31, 2002 as
         filed with the Securities and Exchange Commission pursuant to the
         Securities Exchange Act of 1934.

     2.  Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
         2002, as filed with the Securities and Exchange Commission pursuant to
         the Securities Exchange Act of 1934.

     3.  The description of the registrant's common shares included in the
         Prospectus dated October 22, 1996 included in the Registration
         Statement on Form S-2 (File no. 33-12193) effective October 22, 1996,
         as filed with the Securities and Exchange Commission pursuant to the
         Securities Act of 1933, under the caption "Description of Capital
         Stock" in the Prospectus.

         All documents subsequently filed pursuant to Sections 13(a) 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, before the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part of
this registration statement from the date of filing of such documents.

ITEM 4.            DESCRIPTION OF SECURITES.

             Not applicable.
ITEM 5.               INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.               INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Michigan Business Corporation Act permits Michigan corporations
to limit the personal liability of directors for breaches of their fiduciary
duties. The Articles of Incorporation of the registrant so limit the liability
of directors. The registrant's by laws also provide for indemnification of
directors and officers [to the greatest extent permitted by law].

           The Articles of Incorporation limit director liability for breaches
of fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or that involve intentional misconduct of a knowing
violation of laws, (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act, or (iv) any transaction from which the director derived any
improper personal benefit. These provisions, however, do no affect liability
under the Securities Act.

           The Michigan Business Corporation Act authorizes a corporation under
specified circumstances to indemnify its directors and officers (including
reimbursement for expenses incurred) for any action taken or any failure to take
any action as a director or officer, except for liability for specified acts.
The provisions of the Registrant's Bylaws relating to indemnification of
directors and officers [require the registrant to indemnify directors and
officers] to the fullest extent permitted by Michigan Law. The provisions of the
Michigan Business Corporation Act are broad enough to permit indemnification
with respect to liabilities arising under the Securities Act or the Michigan
Uniform Securities Act.

           In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $5,000,000 in coverage including
liabilities under the Securities Act.

ITEM 7.               EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.               EXHIBITS.

           5.1        Opinion of Honigman Miller Schwartz and Cohn LLP.

           23.1       Consent of Deloitte & Touche, LLP.

           23.2       Consent of BDO Seidman, LLP.

           23.3       Consent of Honigman Miller Schwartz and Cohn LLP (included
                      in the opinion filed as Exhibit 5.1 to this Registration
                      Statement).
24.1   Powers of Attorney (included after the signature of the
                 Registrant contained on page 6 of this Registration Statement).

          99.1   Neogen Corporation 2002 Employee Stock Purchase Plan
                 incorporated by reference to The Registrant's Proxy Statement
                 (Schedule 14A), filed with the Commission on August 29, 2002.

ITEM 9.          UNDERTAKINGS.

          (a)    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, unless the
                           information required to be included in such
                           post-effective amendment is contained in periodic
                           reports filed with or furnished to the Commission by
                           the registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act and incorporated herein by
                           reference;

                           (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 hereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this registration statement,
                           unless the information required to be included in
                           such post-effective amendment is contained in
                           periodic reports filed with or furnished to the
                           Commission by the registrant pursuant to Section 13
                           or 15(d) of the Securities Exchange Act and
                           incorporated herein by reference;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in this registration statement or any
                           material change to such information in this
                           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 herein, 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.

                 (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 Act of 1934 that is incorporated by reference in
                 this registration statement shall be deemed to be a new
                 registration statement relating to the securities offered
                 herein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof.

          (b) 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 provisions of
          Item 6, 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 Securities Act of 1933
          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 Securities Act of 1933
          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 Lansing, State of Michigan, on December 2, 2002.

                                                   NEOGEN CORPORATION

                                                   By: /s/ JAMES L. HERBERT
                                                   ----------------------------
                                                            James L. Herbert
                                                            Its:  President
POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of NEOGEN CORPORATION, a Michigan corporation (the
"Registrant"), hereby constitutes and appoints James L. Herbert and Richard R.
Current and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the
Registrant under the Securities Act, which registration statement relates to the
registration and issuance of the Registrant's Common Shares, par value $0.16 a
share, pursuant to the Neogen Corporation 2002 Employee Stock Purchase Plan, and
any of the documents relating to such registration statement; any and all
amendments to such registration statement, including any amendment thereto
changing the amount of securities for which registration is being sought, and
any post-effective amendment, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
an about the premises in order to effectuate the personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, may lawfully do or cause to be done by virtue hereof.

     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 date indicated.

Signature                    Title                             Date
--------------------------   ----------------------------      -----------------

/s/ JAMES L. HERBERT         President, Chief Executive        December 2, 2002
--------------------------   Officer, Director (Principal
James L. Herbert             Executive Officer)

/s/ RICHARD R. CURRENT       Vice President,                   December 2, 2002
--------------------------   Chief Financial Officer
Richard R. Current           (Principal Financial and
                             Accounting Officer)

/s/ JACK C. PARNELL          Chairman, Board of Directors      December 2, 2002
--------------------------
Jack C. Parnell
/s/ THOMAS H. REED           Secretary and Director            December 2, 2002
--------------------------
Thomas H. Reed

/s/ LON M. BOHANNON          Director                          December 2, 2002
--------------------------
Lon M. Bohannon

/s/ ROBERT M. BOOK           Director                          December 2, 2002
--------------------------
Robert M. Book

/s/ HERBERT D. DOAN          Director                          December 2, 2002
--------------------------
Herbert D. Doan

/s/ GORDON E. GUYER          Director                          December 2, 2002
--------------------------
Gordon E. Guyer

/s/ LEONARD E. HELLER        Director                          December 2, 2002
--------------------------
Leonard E. Heller

/s/ G. BRUCE PAPESH          Director                          December 2, 2002
--------------------------
G. Bruce Papesh