<HTML>
<HEAD>
<TITLE>Form S-8 for Hemagen Diagnostics, Inc.
</TITLE>
</HEAD>
<BODY>
As filed with the Securities and Exchange Commission on March 15, 2001.
<P ALIGN=RIGHT>Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>

<HR>

            <CENTER><B> SECURITIES AND EXCHANGE COMMISSION</B></CENTER>
                  <CENTER>           Washington, D.C. 20549<BR><BR>

                                    FORM S-8<BR>
                             REGISTRATION STATEMENT<BR>
                                      UNDER<BR>
                           THE SECURITIES ACT OF 1933</CENTER><BR>
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<BR>
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<TD WIDTH=25% ALIGN=CENTER><P>Incorporated<BR>Under the Laws<BR>of Delaware   </P></TD>
<TD WIDTH=50% ALIGN=CENTER><P>HEMAGEN DIAGNOSTICS, INC.<BR>9033 Red Branch Road<BR>Columbia, Maryland 21045<BR>
<P>    <TD WIDTH=30% ALIGN=CENTER><P>I.R.S. Employer<BR>Identification No.<BR> 04-2869857
</P>
</TD>
</TR>
</TABLE>
<BR>

            <CENTER>     <B>2001 EMPLOYEE STOCK OPTION PLAN</B></CENTER><BR>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>
<BR>
                   <CENTER>   Gary P. Kreider, Esq.<BR>
                       Keating, Muething &amp; Klekamp, P.L.L.<BR>
                           14th Floor, Provident Tower<BR>
                             One East Fourth Street<BR>
                             Cincinnati, Ohio 45202<BR>
                                 (513) 579-6411<BR>
                         (Agent for Service of Process)</CENTER>
<BR><BR>


<CENTER>                 CALCULATION OF REGISTRATION FEE</CENTER><BR>
<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER><BR>
<PRE>
                                              Proposed    Proposed
                                              Maximum     Maximum
        Title of               Amount         Offering   Aggregate    Amount of
       Securities               To Be          Price      Offering  Registration
    To Be Registered       Registered (1)  Per Share (2) Price (2)     Fee (3)
------------------------- ---------------- ------------- ---------- ------------

      Common Stock,
$.01 par value per share  1,000,000 Shares     $.7031     $703,100      $176
------------------------- ---------------- ------------- ---------- ------------

</PRE>
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<TR VALIGN=TOP>
<TD WIDTH=5%>(1)</TD>
<TD WIDTH=95%>
This Registration Statement is filed for up to 1,000,000 shares issuable upon
the exercise of options granted pursuant to the 2001 Employee Stock Option Plan.</TD>
</TR>
</TABLE>
<BR>
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<TD WIDTH=5%>(2)</TD>
<TD WIDTH=95%>Estimated solely for purposes of calculating the registration fee.
</TR>
</TABLE>
<BR>
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<TR VALIGN=TOP>
<TD WIDTH=5%>(3)</TD>
<TD WIDTH=95%>
Calculated pursuant to Rule 457(h) based on the average of the high and low
prices of the Common Stock on the Nasdaq SmallCap Stock Market on March 13, 2001
at $.7031 per share.</TD>
</TR>
</TABLE>
<BR>
<PAGE>


<H4 ALIGN=CENTER>PART II<BR><BR>

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</H4>

Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Incorporation of Documents by Reference

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents filed by Hemagen Diagnostics, Inc. with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof: </P>

<OL><LI>       Hemagen's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000.<BR><BR>

<LI>       Hemagen's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2000.<BR><BR>

<LI>
The description of Hemagen&#146;s common stock contained in the Registration
Statement on Form 8-A filed with the SEC on February 2, 1993, registering our
common stock under Section 12 of the Exchange Act.</OL>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
reports and other documents subsequently filed by Hemagen pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all Common Stock
offered has been sold or which deregisters all Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents. </P>

Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Description of Securities<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Not Applicable.<BR><BR>

Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Interests of Named Experts and Counsel<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Not Applicable.<BR><BR>

Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Indemnification of Directors and Officers<BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware
General Corporation Law, Section 102(b)(7), enables a corporation in its
original certificate of incorporation or an amendment thereto validly approved
by securityholders to eliminate or limit personal liability of members of its
Board of Directors for violations of a director&#146;s fiduciary duty of care.
However, the elimination or limitation shall not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which was deemed illegal or obtaining an improper
personal benefit. The Registrant&#146;s Certificate of Incorporation includes
the following language: </P>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=85%>
&#147;To
the maximum extent permitted by Section 102(b)(7) of the General Corporation Law
of Delaware, a director of this Corporation shall not be personally liable to
the Corporation or its Securityholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director&#146;s duty of loyalty to the Corporation or its Securityholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.&#148;</TD>
</TR>
</TABLE>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware
General Corporation Law, Section 145, permits a corporation organized under
Delaware law to indemnify directors and officers with respect to any matter in
which the director or officer acted in good faith and in a manner he reasonably
believed to be not opposed to the best interests of the Registrant, and, with
respect to any criminal action, in which he had reasonable cause to believe his
conduct was lawful. The Bylaws of the Registrant include the following
provision: </P>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=85%>
&#147;Reference
is made to Section 145 and any other relevant provisions of the General
Corporation Law of the State of Delaware. Particular reference is made to the
class of persons, hereinafter called &#147;Indemnitees,&#148; who may be
indemnified by a Delaware corporation pursuant to the provisions of such Section
145, namely, any person, or the heirs, executors, or administrators of such
person, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such corporation or
is or was serving at the request of such corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise. The Corporation shall, and is hereby obligated to, indemnify
the Indemnitees, and each of them, in each and every situation where the
Corporation is obligated to make such indemnification pursuant to the aforesaid
statutory provisions. The Corporation shall indemnify the Indemnitees, and each
of them, in each and every situation where, under the aforesaid statutory
provisions, the Corporation is not obligated, but is nevertheless permitted or
empowered, to make such indemnification, it being understood that, before making
such indemnification with respect to any situation covered under this sentence,
(i) the Corporation shall promptly make or cause to be made, by any of the
methods referred to in Subsection (d) of such Section 145, a determination as to
whether each Indemnitee acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
and, in the case of any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful, and (ii) that no such indemnification
shall be made unless it is determined that such Indemnitee acted in good faith
and in manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, in the case of any criminal action or
proceeding, had no reasonable cause to believe that his conduct was
unlawful.&#148;</TD>
</TR>
</TABLE>
<BR>

Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exemption from Registration Claimed<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Not Applicable.<BR><BR>


Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exhibits*<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exhibit 4.1
&nbsp;&nbsp;&nbsp;   Hemagen Diagnostics, Inc. 2001 Employee Stock Option Plan<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exhibit 5
&nbsp;&nbsp;&nbsp; &nbsp;   Opinion of Keating, Muething &amp; Klekamp, P.L.L.<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exhibit 23.1
&nbsp;   Consent of BDO Seidman, LLP<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exhibit 23.2
&nbsp; Consent of Keating, Muething &amp; Klekamp, P.L.L.
                 (contained in Exhibit 5)<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Exhibit 24
&nbsp;&nbsp;&nbsp; &nbsp;  Power of Attorney (contained in the signature page)<BR><BR>









<HR WIDTH=20% ALIGN=LEFT>

<P>*All exhibits are filed
herewith unless otherwise indicated. </P>


<PAGE>


Item 9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Undertakings<BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes to file during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of 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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective Registration Statement; (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes 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. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes 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. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant&#146;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&#146;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. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5&nbsp;&nbsp;&nbsp;&nbsp;
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. </P>


<PAGE>


<CENTER>                     SIGNATURES</CENTER>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Columbia,
Maryland, on March 15, 2001. </P>

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<TR VALIGN=TOP>
<TD WIDTH=60% ALIGN=LEFT><P> </P></TD>
<TD WIDTH=40%><P>
                                             HEMAGEN DIAGNOSTICS, INC.<BR><BR><BR>



By: <U>&nbsp;&nbsp;&nbsp;&nbsp; /s/ Jerry L. Ruyan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jerry L. Ruyan,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer
</P>
</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. Each person whose signature appears below marked with an asterisk
hereby authorizes Jerry L. Ruyan and William P. Hales, or either of them, as
attorneys-in-fact to sign on his behalf individually and in each capacity
indicated below, any amendments, including post-effective amendments, to this
Registration Statement. </P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Signature&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capacity&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><BR><U>*/s/Jerry L. Ruyan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>Jerry L. Ruyan
 </P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><BR>Chief Executive Officer and Director<BR> (Principal Executive Officer) </P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><BR>March 15, 2001</P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><BR><U>*/s/William P. Hales&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>William P. Hales
 </P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><BR>President and Director </P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><BR>March 15, 2001</P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><BR><U>*/s/Deborah F. Ricci&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>Deborah F. Ricci
 </P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><BR>Chief Financial Officer (Principal<BR>Financial Officer and Principal<BR>Accounting Officer)</P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><BR>March 15, 2001</P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><BR><U>*&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>Alan S. Cohen
 </P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><BR>Director </P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><BR>March __, 2001</P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><BR><U>*/s/Thomas A. Donelan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>Thomas A. Donelan
 </P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><BR>Director </P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><BR>March 15, 2001</P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><BR><U>*/s/Christopher P. Hendy&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>Christopher P. Hendy
 </P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><BR>Director </P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><BR>March 15, 2001</P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><BR><U>*/s/James R. LeRoy&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>James R. LeRoy
 </P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><BR>Director </P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><BR>March 15, 2001</P>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=35% ALIGN=LEFT><P><BR><U>*&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U><BR>
Ricardo de Oliveira</P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><BR>Director </P></TD>
<TD WIDTH=25% ALIGN=LEFT><P><BR>March __, 2001</P>
</TD>
</TR>
</TABLE>
</BODY>
</HTML>
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Form S-8 for Hemagen Diagnostics, Inc.
As filed with the Securities and Exchange Commission on March 15, 2001.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated
Under the Laws
of Delaware
HEMAGEN DIAGNOSTICS, INC.
9033 Red Branch Road
Columbia, Maryland 21045
I.R.S. Employer
Identification No.
04-2869857
2001 EMPLOYEE STOCK OPTION PLAN
Gary P. Kreider, Esq.
Keating, Muething & Klekamp, P.L.L.
14th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Proposed    Proposed
                                              Maximum     Maximum
        Title of               Amount         Offering   Aggregate    Amount of
       Securities               To Be          Price      Offering  Registration
    To Be Registered       Registered (1)  Per Share (2) Price (2)     Fee (3)
------------------------- ---------------- ------------- ---------- ------------

      Common Stock,
$.01 par value per share  1,000,000 Shares     $.7031     $703,100      $176
------------------------- ---------------- ------------- ---------- ------------
(1)
This Registration Statement is filed for up to 1,000,000 shares issuable upon
the exercise of options granted pursuant to the 2001 Employee Stock Option Plan.
(2)
Estimated solely for purposes of calculating the registration fee.
(3)
Calculated pursuant to Rule 457(h) based on the average of the high and low
prices of the Common Stock on the Nasdaq SmallCap Stock Market on March 13, 2001
at $.7031 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.          Incorporation of Documents by Reference
The
following documents filed by Hemagen Diagnostics, Inc. with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
Hemagen's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000.
Hemagen's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2000.
The description of Hemagen's common stock contained in the Registration
Statement on Form 8-A filed with the SEC on February 2, 1993, registering our
common stock under Section 12 of the Exchange Act.
All
reports and other documents subsequently filed by Hemagen pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all Common Stock
offered has been sold or which deregisters all Common Stock then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Item 4.          Description of Securities
Not Applicable.
Item 5.        
  Interests of Named Experts and Counsel
Not Applicable.
Item 6.          Indemnification of Directors and Officers
Delaware
General Corporation Law, Section 102(b)(7), enables a corporation in its
original certificate of incorporation or an amendment thereto validly approved
by securityholders to eliminate or limit personal liability of members of its
Board of Directors for violations of a director's fiduciary duty of care.
However, the elimination or limitation shall not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which was deemed illegal or obtaining an improper
personal benefit. The Registrant's Certificate of Incorporation includes
the following language:
"To
the maximum extent permitted by Section 102(b)(7) of the General Corporation Law
of Delaware, a director of this Corporation shall not be personally liable to
the Corporation or its Securityholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its Securityholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit."
Delaware
General Corporation Law, Section 145, permits a corporation organized under
Delaware law to indemnify directors and officers with respect to any matter in
which the director or officer acted in good faith and in a manner he reasonably
believed to be not opposed to the best interests of the Registrant, and, with
respect to any criminal action, in which he had reasonable cause to believe his
conduct was lawful. The Bylaws of the Registrant include the following
provision:
"Reference
is made to Section 145 and any other relevant provisions of the General
Corporation Law of the State of Delaware. Particular reference is made to the
class of persons, hereinafter called "Indemnitees," who may be
indemnified by a Delaware corporation pursuant to the provisions of such Section
145, namely, any person, or the heirs, executors, or administrators of such
person, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such corporation or
is or was serving at the request of such corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise. The Corporation shall, and is hereby obligated to, indemnify
the Indemnitees, and each of them, in each and every situation where the
Corporation is obligated to make such indemnification pursuant to the aforesaid
statutory provisions. The Corporation shall indemnify the Indemnitees, and each
of them, in each and every situation where, under the aforesaid statutory
provisions, the Corporation is not obligated, but is nevertheless permitted or
empowered, to make such indemnification, it being understood that, before making
such indemnification with respect to any situation covered under this sentence,
(i) the Corporation shall promptly make or cause to be made, by any of the
methods referred to in Subsection (d) of such Section 145, a determination as to
whether each Indemnitee acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
and, in the case of any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful, and (ii) that no such indemnification
shall be made unless it is determined that such Indemnitee acted in good faith
and in manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, in the case of any criminal action or
proceeding, had no reasonable cause to believe that his conduct was
unlawful."
Item 7.          Exemption from Registration Claimed
Not Applicable.
Item 8.          Exhibits*
Exhibit 4.1
      Hemagen Diagnostics, Inc. 2001 Employee Stock Option Plan
Exhibit 5
        Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1
    Consent of BDO Seidman, LLP
Exhibit 23.2
  Consent of Keating, Muething & Klekamp, P.L.L.
                 (contained in Exhibit 5)
Exhibit 24
       Power of Attorney (contained in the signature page)
*All exhibits are filed
herewith unless otherwise indicated.
Item 9          Undertakings
9.1    
The undersigned registrant hereby undertakes to file during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of 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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
9.2    
The undersigned registrant hereby undertakes 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.
9.3    
The undersigned registrant hereby undertakes 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.
9.4    
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
9.5    
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 Columbia,
Maryland, on March 15, 2001.
HEMAGEN DIAGNOSTICS, INC.
By:
/s/ Jerry L. Ruyan
Jerry L. Ruyan,
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. Each person whose signature appears below marked with an asterisk
hereby authorizes Jerry L. Ruyan and William P. Hales, or either of them, as
attorneys-in-fact to sign on his behalf individually and in each capacity
indicated below, any amendments, including post-effective amendments, to this
Registration Statement.
Signature
Capacity
Date
*/s/Jerry L. Ruyan
Jerry L. Ruyan
Chief Executive Officer and Director
(Principal Executive Officer)
March 15, 2001
*/s/William P. Hales
William P. Hales
President and Director
March 15, 2001
*/s/Deborah F. Ricci
Deborah F. Ricci
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
March 15, 2001
*
Alan S. Cohen
Director
March __, 2001
*/s/Thomas A. Donelan
Thomas A. Donelan
Director
March 15, 2001
*/s/Christopher P. Hendy
Christopher P. Hendy
Director
March 15, 2001
*/s/James R. LeRoy
James R. LeRoy
Director
March 15, 2001
*
Ricardo de Oliveira
Director
March __, 2001