<PAGE>   1

      As Filed With the Securities and Exchange Commission on July 2, 2001

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            MICRO THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                             33-0569235
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                      2 GOODYEAR, IRVINE, CALIFORNIA 92618
               (Address of Principal Executive Offices) (Zip Code)

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

                            1996 STOCK INCENTIVE PLAN
                           (Full titles of the plans)

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

                John Rush, President and Chief Executive Officer
                            Micro Therapeutics, Inc.
                      2 Goodyear, Irvine, California 92618
                     (Name and address of agent for service)

                                 (949) 837-3700
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Bruce Feuchter, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================
                                                  Proposed Maximum       Proposed Maximum
  Title of Securities        Amount To Be          Offering Price       Aggregate Offering          Amount of
   To Be Registered        Registered(1)(2)           Per Share               Price              Registration Fee
=================================================================================================================
<S>                        <C>                    <C>                   <C>                      <C>
     Common Stock,
    $0.001 par value       1,250,000 shares           $5.975 (3)          $7,468,750 (3)              $1,868
=================================================================================================================
</TABLE>

(1)  Includes additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the Company's
     Stockholder Rights Agreement dated as of June 3, 1999 (the "Rights Plan").

(2)  600,000 shares of Common Stock available for issuance under the 1996 Stock
     Incentive Plan (the "1996 Plan") were registered on a Registration
     Statement on Form S-8 on March 14, 1997 (Registration Statement 333-23367)
     and 1,400,000 shares available for issuance under the 1996 Plan were
     registered on a Registration Statement on Form S-8 on June 14, 1999
     (Registration No. 333-80633).

(3)  The aggregate offering price for 1,250,000 shares of Common Stock
     registered hereby which may be issued under the 1996 Plan, is estimated
     solely for the purpose of calculating the registration fee, in a accordance
     with Rule 457(h)(1), on the basis of the price of securities of the same
     class as determined in accordance with Rule 457(c), using the average of
     the high and low price reported by The Nasdaq National Market for the
     Common Stock on June 26, 2001, which was $5.975.

================================================================================
<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This registration statement relates to the Micro Therapeutics, Inc.
("Micro Therapeutics", the "Company" or the "Registrant") 1996 Stock Incentive
Plan (the "1996 Plan"). Initially, an aggregate of 600,000 shares of common
stock were available for grant or award under the 1996 Plan, and such 600,000
shares were registered on Form S-8 filed with the Securities and Exchange
Commission on March 14, 1997 (Registration No. 333-23367). In April 1998, Micro
Therapeutics' Board of Directors approved an increase of 500,000 shares of
common stock issuable under the 1996 Plan and on May 29, 1998, the Company's
stockholders approved such increase. In April 1999, the Company's Board of
Directors approved an increase of 900,000 shares of common stock issuable under
the 1996 Plan and on May 27, 1999, the Company's stockholders approved such
increase. Such 1,400,000 shares with respect to the increases approved by the
stockholders on May 29, 1998 and May 27, 1999 were registered on Form S-8 filed
with the Securities and Exchange Commission on June 14, 1999 (Registration No.
333-80633). In July 2000, the Company's Board of Directors approved an increase
of 500,000 shares of common stock issuable under the 1996 Plan and on September
25, 2000, the Company's stockholders approved such increase. In January 2001,
the Company's Board of Directors approved an increase of 750,000 shares of
common stock issuable under the 1996 Plan and on May 31, 2001, the Company's
stockholders approved such increase. This registration statement covers such
increase of 500,000 shares of common stock approved by the stockholders on
September 25, 2000 and 750,000 shares of common stock approved by the
stockholders on May 31, 2001, issuable under the 1996 Plan, bringing the total
number of shares authorized thereunder to 3,250,000.

Item 3. Incorporation of Documents by Reference.

        The documents listed below have been filed by Micro Therapeutics, Inc.
with the Securities and Exchange Commission (the "Commission") and are
incorporated herein by reference:

        (a) The contents of the Registrant's Registration Statements on Form S-8
(Registration Nos. 333-23367 and 333-80633).

        (b) Micro Therapeutics' Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000 filed with the Commission on April 2, 2001, as amended
by Form 10-KSB/A filed with the Commission on April 26, 2001.

        (c) All other reports filed by Micro Therapeutics pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (b) above.

        (d) The description of Micro Therapeutics' Common Stock that is
contained in Micro Therapeutics' registration statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.

        (e) All documents subsequently filed by Micro Therapeutics pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.


                                       2

<PAGE>   3

Item 6. Indemnification of Directors and Officers.

        (a) As permitted by the Delaware General Corporation Law, Micro
Therapeutics' Certificate of Incorporation eliminates the liability of directors
to Micro Therapeutics or Micro Therapeutics' stockholders for monetary damages
for breach of fiduciary duty as a directors, except to the extent otherwise
required by the Delaware General Corporation Law.

        (b) Micro Therapeutics' Certificate of Incorporation provides that Micro
Therapeutics will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer against all expense, liability and loss reasonably incurred or suffered
by such person in connection therewith to the fullest extent authorized by the
Delaware General Corporation Law. Micro Therapeutics' Bylaws provide for a
similar indemnity to directors and officers to the fullest extent authorized by
the Delaware General Corporation Law.

        (c) Micro Therapeutics' Certificate of Incorporation also gives Micro
Therapeutics the ability to enter into indemnification agreements with each of
Micro Therapeutics' directors and officers. Micro Therapeutics has entered into
indemnification agreements with each of its directors and officers which provide
for the indemnification of such persons against any and all expenses, judgments,
fines, penalties and amounts paid in settlement, to the fullest extent permitted
by law. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended may be permitted to directors, officers or persons
controlling Micro Therapeutics pursuant to the foregoing provisions, Micro
Therapeutics has been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement:

        Number    Description
        ------    -----------
          4.1     1996 Stock Incentive Plan, as amended.

          5.1     Opinion of Stradling Yocca Carlson & Rauth, a Professional
                  Corporation, Counsel to the Registrant.

         23.1     Consent of Stradling Yocca Carlson & Rauth, a Professional
                  Corporation (included in the Opinion filed as Exhibit 5.1).

         23.2     Consent of PricewaterhouseCoopers LLP, independent
                  accountants.

         24.1     Power of Attorney (included on signature page to the
                  Registration Statement at page S-1).

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;

                (ii)  To reflect in the prospectus any facts or events arising
                      after the effective date of this 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;

                (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.


                                       3

<PAGE>   4

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

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

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.


                                       4

<PAGE>   5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 2nd day of July,
2001.

                                             MICRO THERAPEUTICS, INC.


                                             By: /s/ JOHN RUSH
                                                 -------------------------------
                                                 John Rush
                                                 President and Chief Executive
                                                 Officer

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Micro Therapeutics, Inc.,
do hereby constitute and appoint John Rush and Harold Hurwitz, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, 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.

<TABLE>
<CAPTION>

SIGNATURE                               TITLE                                                   DATE
---------                               -----                                                   ----
<S>                                     <C>                                                     <C>

/s/ JOHN RUSH                           President, Chief Executive Officer and Director         July 2, 2001
-----------------------------------     (Principal Executive Officer)
John Rush

/s/ HAROLD HURWITZ                      Chief Financial Officer (Principal Financial and        July 2, 2001
-----------------------------------     Accounting Officer)
Harold Hurwitz

/s/ GEORGE WALLACE                      Chairman of the Board of Directors                      July 2, 2001
-----------------------------------
George Wallace

/s/ DICK ALLEN                          Director                                                July 2, 2001
-----------------------------------
Dick Allen

/s/ KIM BLICKENSTAFF                    Director                                                July 2, 2001
-----------------------------------
Kim Blickenstaff

/s/ W. JAMES FITZSIMMONS                Director                                                July 2, 2001
-----------------------------------
W. James Fitzsimmons

/s/ DALE A. SPENCER                     Director                                                July 2, 2001
-----------------------------------
Dale A. Spencer
</TABLE>


                                       5

<PAGE>   6

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit                                                                  Sequential
Number                      Description                                  Page Number
-------                     -----------                                  -----------
<S>       <C>                                                            <C>
 4.1      1996 Stock Incentive Plan, as amended.                               7

 5.1      Opinion of Stradling Yocca Carlson & Rauth, a Professional
          Corporation, Counsel to the Registrant.                             16

23.1      Consent of Stradling Yocca Carlson & Rauth, a Professional
          Corporation (included in the Opinion filed as Exhibit 5.1).         16

23.2      Consent of PricewaterhouseCoopers LLP, independent
          accountants.                                                        17

24.1      Power of Attorney (included on signature page to the
          Registration Statement at page S-1).                                 5
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a73603ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19599}]
{"company-data": {"conformed-name": "MICRO THERAPEUTICS INC", "cik": "0000311407", "assigned-sic": "3841", "irs-number": "330569235", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64348", "film-number": "1673605"}, "business-address": {"street1": "2 GOODYEAR", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9498373700"}, "mail-address": {"street1": "1062 CALLE NEGOCIO #F", "city": "SAN CLEMENTE", "state": "CA", "zip": "92673"}}
1

      As Filed With the Securities and Exchange Commission on July 2, 2001

                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            MICRO THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             33-0569235
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                      2 GOODYEAR, IRVINE, CALIFORNIA 92618
               (Address of Principal Executive Offices) (Zip Code)

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

                            1996 STOCK INCENTIVE PLAN
                           (Full titles of the plans)

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

                John Rush, President and Chief Executive Officer
                            Micro Therapeutics, Inc.
                      2 Goodyear, Irvine, California 92618
                     (Name and address of agent for service)

                                 (949) 837-3700
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Bruce Feuchter, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                  Proposed Maximum       Proposed Maximum
  Title of Securities        Amount To Be          Offering Price       Aggregate Offering          Amount of
   To Be Registered        Registered(1)(2)           Per Share               Price              Registration Fee
=================================================================================================================
Common Stock,
    $0.001 par value       1,250,000 shares           $5.975 (3)          $7,468,750 (3)              $1,868
=================================================================================================================
(1)  Includes additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the Company's
     Stockholder Rights Agreement dated as of June 3, 1999 (the "Rights Plan").

(2)  600,000 shares of Common Stock available for issuance under the 1996 Stock
     Incentive Plan (the "1996 Plan") were registered on a Registration
     Statement on Form S-8 on March 14, 1997 (Registration Statement 333-23367)
     and 1,400,000 shares available for issuance under the 1996 Plan were
     registered on a Registration Statement on Form S-8 on June 14, 1999
     (Registration No. 333-80633).

(3)  The aggregate offering price for 1,250,000 shares of Common Stock
     registered hereby which may be issued under the 1996 Plan, is estimated
     solely for the purpose of calculating the registration fee, in a accordance
     with Rule 457(h)(1), on the basis of the price of securities of the same
     class as determined in accordance with Rule 457(c), using the average of
     the high and low price reported by The Nasdaq National Market for the
     Common Stock on June 26, 2001, which was $5.975.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        This registration statement relates to the Micro Therapeutics, Inc.
("Micro Therapeutics", the "Company" or the "Registrant") 1996 Stock Incentive
Plan (the "1996 Plan"). Initially, an aggregate of 600,000 shares of common
stock were available for grant or award under the 1996 Plan, and such 600,000
shares were registered on Form S-8 filed with the Securities and Exchange
Commission on March 14, 1997 (Registration No. 333-23367). In April 1998, Micro
Therapeutics' Board of Directors approved an increase of 500,000 shares of
common stock issuable under the 1996 Plan and on May 29, 1998, the Company's
stockholders approved such increase. In April 1999, the Company's Board of
Directors approved an increase of 900,000 shares of common stock issuable under
the 1996 Plan and on May 27, 1999, the Company's stockholders approved such
increase. Such 1,400,000 shares with respect to the increases approved by the
stockholders on May 29, 1998 and May 27, 1999 were registered on Form S-8 filed
with the Securities and Exchange Commission on June 14, 1999 (Registration No.
333-80633). In July 2000, the Company's Board of Directors approved an increase
of 500,000 shares of common stock issuable under the 1996 Plan and on September
25, 2000, the Company's stockholders approved such increase. In January 2001,
the Company's Board of Directors approved an increase of 750,000 shares of
common stock issuable under the 1996 Plan and on May 31, 2001, the Company's
stockholders approved such increase. This registration statement covers such
increase of 500,000 shares of common stock approved by the stockholders on
September 25, 2000 and 750,000 shares of common stock approved by the
stockholders on May 31, 2001, issuable under the 1996 Plan, bringing the total
number of shares authorized thereunder to 3,250,000.

Item 3. Incorporation of Documents by Reference.

        The documents listed below have been filed by Micro Therapeutics, Inc.
with the Securities and Exchange Commission (the "Commission") and are
incorporated herein by reference:

        (a) The contents of the Registrant's Registration Statements on Form S-8
(Registration Nos. 333-23367 and 333-80633).

        (b) Micro Therapeutics' Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000 filed with the Commission on April 2, 2001, as amended
by Form 10-KSB/A filed with the Commission on April 26, 2001.

        (c) All other reports filed by Micro Therapeutics pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (b) above.

        (d) The description of Micro Therapeutics' Common Stock that is
contained in Micro Therapeutics' registration statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.

        (e) All documents subsequently filed by Micro Therapeutics pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

                                       2
3

Item 6. Indemnification of Directors and Officers.

        (a) As permitted by the Delaware General Corporation Law, Micro
Therapeutics' Certificate of Incorporation eliminates the liability of directors
to Micro Therapeutics or Micro Therapeutics' stockholders for monetary damages
for breach of fiduciary duty as a directors, except to the extent otherwise
required by the Delaware General Corporation Law.

        (b) Micro Therapeutics' Certificate of Incorporation provides that Micro
Therapeutics will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer against all expense, liability and loss reasonably incurred or suffered
by such person in connection therewith to the fullest extent authorized by the
Delaware General Corporation Law. Micro Therapeutics' Bylaws provide for a
similar indemnity to directors and officers to the fullest extent authorized by
the Delaware General Corporation Law.

        (c) Micro Therapeutics' Certificate of Incorporation also gives Micro
Therapeutics the ability to enter into indemnification agreements with each of
Micro Therapeutics' directors and officers. Micro Therapeutics has entered into
indemnification agreements with each of its directors and officers which provide
for the indemnification of such persons against any and all expenses, judgments,
fines, penalties and amounts paid in settlement, to the fullest extent permitted
by law. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended may be permitted to directors, officers or persons
controlling Micro Therapeutics pursuant to the foregoing provisions, Micro
Therapeutics has been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement:

        Number    Description
        ------    -----------
          4.1     1996 Stock Incentive Plan, as amended.

          5.1     Opinion of Stradling Yocca Carlson & Rauth, a Professional
                  Corporation, Counsel to the Registrant.

         23.1     Consent of Stradling Yocca Carlson & Rauth, a Professional
                  Corporation (included in the Opinion filed as Exhibit 5.1).

         23.2     Consent of PricewaterhouseCoopers LLP, independent
                  accountants.

         24.1     Power of Attorney (included on signature page to the
                  Registration Statement at page S-1).

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;

                (ii)  To reflect in the prospectus any facts or events arising
                      after the effective date of this 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;

                (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.

                                       3
4

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

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

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.

                                       4
5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 2nd day of July,
2001.

                                             MICRO THERAPEUTICS, INC.

                                             By: /s/ JOHN RUSH
                                                 -------------------------------
                                                 John Rush
                                                 President and Chief Executive
                                                 Officer

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Micro Therapeutics, Inc.,
do hereby constitute and appoint John Rush and Harold Hurwitz, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, 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/ JOHN RUSH                           President, Chief Executive Officer and Director         July 2, 2001
-----------------------------------     (Principal Executive Officer)
John Rush

/s/ HAROLD HURWITZ                      Chief Financial Officer (Principal Financial and        July 2, 2001
-----------------------------------     Accounting Officer)
Harold Hurwitz

/s/ GEORGE WALLACE                      Chairman of the Board of Directors                      July 2, 2001
-----------------------------------
George Wallace

/s/ DICK ALLEN                          Director                                                July 2, 2001
-----------------------------------
Dick Allen

/s/ KIM BLICKENSTAFF                    Director                                                July 2, 2001
-----------------------------------
Kim Blickenstaff

/s/ W. JAMES FITZSIMMONS                Director                                                July 2, 2001
-----------------------------------
W. James Fitzsimmons

/s/ DALE A. SPENCER                     Director                                                July 2, 2001
-----------------------------------
Dale A. Spencer
5
6

                                  EXHIBIT INDEX
Exhibit                                                                  Sequential
Number                      Description                                  Page Number
-------                     -----------                                  -----------
4.1      1996 Stock Incentive Plan, as amended.                               7

 5.1      Opinion of Stradling Yocca Carlson & Rauth, a Professional
          Corporation, Counsel to the Registrant.                             16

23.1      Consent of Stradling Yocca Carlson & Rauth, a Professional
          Corporation (included in the Opinion filed as Exhibit 5.1).         16

23.2      Consent of PricewaterhouseCoopers LLP, independent
          accountants.                                                        17

24.1      Power of Attorney (included on signature page to the
          Registration Statement at page S-1).                                 5