As filed with the Securities and Exchange Commission on February 28, 2002

                                                Registration No. _______________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                      ----------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           ZARLINK SEMICONDUCTOR INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Canada
         --------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                      None
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

              400 March Road
         Ottawa, Ontario, Canada                                    K2K 3H4
--------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                      (Postal Code)

       ZARLINK SEMICONDUCTOR INC. 1991 STOCK OPTION PLAN FOR KEY EMPLOYEES
                     AND NON-EMPLOYEE DIRECTORS, AS AMENDED
       -------------------------------------------------------------------
                              (Full Title of Plan)

                          Donald G. McIntyre, Secretary
                           Zarlink Semiconductor Inc.
                                 400 March Road
                                 Ottawa, Ontario
                                 Canada K2K 3H4
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (613) 592-0200
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                             Denise M. Tormey, Esq.
                                  RubinBaum LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                     ---------------------------------------

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
 TITLE OF SECURITIES TO    AMOUNT TO BE     PROPOSED MAXIMUM    PROPOSED MAXIMUM        AMOUNT OF
     BE REGISTERED         REGISTERED(1)   OFFERING PRICE PER  AGGREGATE OFFERING    REGISTRATION FEE
                                                  SHARE               PRICE
-----------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>           <C>                     <C>
 Common Shares             4,227,033(2)           $9.29(3)      $39,269,136.57(3)       $9,385.33
(no par value)
=====================================================================================================
</TABLE>

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such indeterminable
number of additional shares as may become issuable pursuant to the terms of
Zarlink Semiconductor Inc.'s 1991 Stock Option Plan for Key Employees and
Non-Employee Directors, as amended, that are designed to prevent dilution
resulting from stock splits, stock dividends or similar events.

(2) Represents Common Shares reserved for issuance pursuant to options available
for grant, or granted but not exercised, under Zarlink Semiconductor Inc.'s 1991
Stock Option Plan for Key Employees and Non-Employee Directors, as amended.

(3) This estimate is made pursuant to Rule 457(h) solely for the purpose of
calculating the amount of the registration fee. In accordance with Rule 457(h),
the price shown is based upon the average of the high and low price of Zarlink
Semiconductor Inc.'s Common Shares for shares traded on February 22, 2002 on the
New York Stock Exchange.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Item 1. Plan Information.*

      Item 2. Registrant Information and Employee Plan Annual Information.*

      *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3. Incorporation of Documents by Reference.

      The following documents or portions thereof, as filed with the Securities
and Exchange Commission (the "Commission") by Zarlink Semiconductor Inc., a
Canadian corporation (the "Registrant"), are incorporated herein by reference:


                                      -2-
<PAGE>

      (1) the Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

      (2) all other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (1) above.

      (3) the description of the Common Shares, no par value, of the Registrant
contained in the section entitled "Description of Capital Stock" of the
Registrant's Registration Statement on Form 10 filed on April 21, 1981 pursuant
to Section 12 of the Exchange Act.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement 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 by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.

      Item 4. Description of Securities.

      Not applicable.

      Item 5. Interests of Named Experts and Counsel.

      Not applicable.

      Item 6. Indemnification of Officers and Directors.

      The Canada Business Corporations Act (the "CBCA") provides that a
corporation may indemnify a current or former director or officer of the
corporation against all costs, charges and expenses incurred by such director or
officer in respect of any civil, criminal or administrative action or proceeding
to which he is made a party in his capacity as director or officer, provided he
acted honestly and in good faith with a view to the best interests of the
corporation and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.

      The CBCA further provides that a director or officer of a corporation who
is substantially successful on the merits in his defense of the action or
proceeding and fulfills the other requirements outlined in the preceding
paragraph is entitled to indemnity from the corporation.

      The By-laws of the Registrant reflect the indemnity provision of the CBCA
and read as follows:

            6.02 Indemnity. Subject to the limitations contained in
            the Act, [Zarlink Semiconductor Inc.] shall indemnify a
            director or officer,


                                 -3-
<PAGE>

            a former director or officer, or a person who acts or
            acted at [Zarlink Semiconductor Inc.'s] request as a
            director or officer of a body corporate of which [Zarlink
            Semiconductor Inc.] is or was a shareholder or creditor,
            and his heirs and legal representatives, against all
            costs, charges and expenses, including an amount paid to
            settle an action or satisfy a judgment, reasonably
            incurred by him in respect of any civil, criminal or
            administrative action or proceeding to which he is made a
            party by reason of being or having been a director or
            officer of [Zarlink Semiconductor Inc.] or such body
            corporate, if

            (a) he acted honestly and in good faith with a view to the
            best interests of [Zarlink Semiconductor Inc.]; and

            (b) in the case of a criminal or administrative action or
            proceeding that is enforced by a monetary penalty, he had
            reasonable grounds for believing that his conduct was
            lawful.

            [Zarlink Semiconductor Inc.] shall also indemnify such
            person in such other circumstances as the Act or law
            permits or requires.

      The Registrant currently has in force Directors' and Officers'
Liability insurance policies in the amount of U.S. $30,000,000 for the
benefit of the directors and officers of the Registrant and its
subsidiaries.

      Item 7. Exemption From Registration Claimed.

      Not Applicable.

      Item 8. Exhibits.

      The following is a complete list of exhibits filed as a part of
this Registration Statement:

Exhibit No. Document
----------- --------

4.1         Zarlink Semiconductor Inc. 1991 Stock Option Plan for Key Employees
            and Non-Employee Directors, as amended to date.

4.2         Form of Specimen Certificate for Common Shares of the Registrant.

4.3         Conformed Composite Copy of the Registrant's Articles, as amended to
            date.

5.1         Opinion of Stikeman Elliott regarding the validity and offering of
            the Common Shares being registered.

23.1        Consent of Stikeman Elliott (included in Exhibit 5.1).

23.2        Consent of Ernst & Young LLP.


                                 -4-
<PAGE>

24.1  Powers of Attorney (included on the signature page of this Registration
      Statement).

      Item 9. Undertakings.

      The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3)
            of the Securities Act;

            (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 20 percent 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 this
            Registration Statement or any material change to such
            information in this Registration Statement;

      provided, however, that paragraphs (1)(i) and (1)(ii) above shall 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 15(d) of the Exchange
Act that are incorporated by reference in this 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;


                                      -5-
<PAGE>

      (4) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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; and

      (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to Item 6, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification in 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 of 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.


                                      -6-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Ottawa, Ontario, Canada, on February 25, 2002.

                                   ZARLINK SEMICONDUCTOR INC.

                                   By:  /s/ Patrick J. Brockett
                                        ----------------------------------------
                                   Name:  Patrick J. Brockett
                                   Title: President & Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Jean-Jacques Carrier and Donald G.
McIntyre his true and lawful attorney-in-fact and agent, each acting alone, 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 all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to make any and all state securities law or blue sky filings,
granting unto said attorney-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, each acting alone, 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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

   Signature                           Title                         Date
   ---------                           -----                         ----
/s/ Kirk K. Mandy           Vice Chairman of the Board         February 25, 2002
-----------------
Kirk K. Mandy

/s/ Patrick J. Brockett     President, Chief Executive         February 25, 2002
-----------------------     Officer and Director
Patrick J. Brockett

/s/ Jean-Jacques Carrier    Senior Vice President of           February 25, 2002
------------------------    Finance, Chief Financial
Jean-Jacques Carrier        Officer and Director

/s/ Donald G. McIntyre      Senior Vice President of           February 25, 2002
----------------------      Human Resources, General
Donald G. McIntyre          Counsel, Secretary and Director

/s/ Kent Plumley            Director                           February 25, 2002
----------------
Kent Plumley


                                      -7-
<PAGE>

                                  EXHIBIT INDEX

Exhibit No. Document
----------- --------

4.1         Zarlink Semiconductor Inc. 1991 Stock Option Plan for Key Employees
            and Non-Employee Directors, as amended to date.

4.2         Form of Specimen Certificate for Common Shares of the Registrant.

4.3         Conformed Composite Copy of the Registrant's Articles, as amended to
            date.

5.1         Opinion of Stikeman Elliott regarding the validity and offering of
            the Common Shares being registered.

23.1        Consent of Stikeman Elliott (included in Exhibit 5.1).

23.2        Consent of Ernst & Young LLP.

24.1        Powers of Attorney (included on the signature page of this
            Registration Statement).


                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "e13063s_8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18986}]
{"company-data": {"conformed-name": "ZARLINK SEMICONDUCTOR INC", "cik": "0000352435", "assigned-sic": "3674", "irs-number": "000000000", "fiscal-year-end": "0326"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83556", "film-number": "02563039"}, "business-address": {"street1": "400 MARCH ROAD", "street2": "OTTAWA", "city": "ONTARIO CANADA", "state": "A6", "zip": "K2K 3H4", "phone": "6135920200"}, "mail-address": {"street1": "400 MARCH ROAD", "street2": "OTTAWA", "city": "ONTARIO CANADA", "state": "A6", "zip": "K2K 3H4"}, "former-company": {"former-conformed-name": "MITEL CORP", "date-changed": "19960116"}}
As filed with the Securities and Exchange Commission on February 28, 2002

                                                Registration No. _______________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                      ----------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           ZARLINK SEMICONDUCTOR INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Canada
         --------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                      None
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

              400 March Road
         Ottawa, Ontario, Canada                                    K2K 3H4
--------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                      (Postal Code)

       ZARLINK SEMICONDUCTOR INC. 1991 STOCK OPTION PLAN FOR KEY EMPLOYEES
                     AND NON-EMPLOYEE DIRECTORS, AS AMENDED
       -------------------------------------------------------------------
                              (Full Title of Plan)

                          Donald G. McIntyre, Secretary
                           Zarlink Semiconductor Inc.
                                 400 March Road
                                 Ottawa, Ontario
                                 Canada K2K 3H4
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (613) 592-0200
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                             Denise M. Tormey, Esq.
                                  RubinBaum LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                     ---------------------------------------
CALCULATION OF REGISTRATION FEE
=====================================================================================================
 TITLE OF SECURITIES TO    AMOUNT TO BE     PROPOSED MAXIMUM    PROPOSED MAXIMUM        AMOUNT OF
     BE REGISTERED         REGISTERED(1)   OFFERING PRICE PER  AGGREGATE OFFERING    REGISTRATION FEE
                                                  SHARE               PRICE
-----------------------------------------------------------------------------------------------------
Common Shares             4,227,033(2)           $9.29(3)      $39,269,136.57(3)       $9,385.33
(no par value)
=====================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such indeterminable
number of additional shares as may become issuable pursuant to the terms of
Zarlink Semiconductor Inc.'s 1991 Stock Option Plan for Key Employees and
Non-Employee Directors, as amended, that are designed to prevent dilution
resulting from stock splits, stock dividends or similar events.

(2) Represents Common Shares reserved for issuance pursuant to options available
for grant, or granted but not exercised, under Zarlink Semiconductor Inc.'s 1991
Stock Option Plan for Key Employees and Non-Employee Directors, as amended.

(3) This estimate is made pursuant to Rule 457(h) solely for the purpose of
calculating the amount of the registration fee. In accordance with Rule 457(h),
the price shown is based upon the average of the high and low price of Zarlink
Semiconductor Inc.'s Common Shares for shares traded on February 22, 2002 on the
New York Stock Exchange.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Item 1. Plan Information.*

      Item 2. Registrant Information and Employee Plan Annual Information.*

      *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3. Incorporation of Documents by Reference.

      The following documents or portions thereof, as filed with the Securities
and Exchange Commission (the "Commission") by Zarlink Semiconductor Inc., a
Canadian corporation (the "Registrant"), are incorporated herein by reference:

                                      -2-
(1) the Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

      (2) all other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (1) above.

      (3) the description of the Common Shares, no par value, of the Registrant
contained in the section entitled "Description of Capital Stock" of the
Registrant's Registration Statement on Form 10 filed on April 21, 1981 pursuant
to Section 12 of the Exchange Act.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement 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 by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.

      Item 4. Description of Securities.

      Not applicable.

      Item 5. Interests of Named Experts and Counsel.

      Not applicable.

      Item 6. Indemnification of Officers and Directors.

      The Canada Business Corporations Act (the "CBCA") provides that a
corporation may indemnify a current or former director or officer of the
corporation against all costs, charges and expenses incurred by such director or
officer in respect of any civil, criminal or administrative action or proceeding
to which he is made a party in his capacity as director or officer, provided he
acted honestly and in good faith with a view to the best interests of the
corporation and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.

      The CBCA further provides that a director or officer of a corporation who
is substantially successful on the merits in his defense of the action or
proceeding and fulfills the other requirements outlined in the preceding
paragraph is entitled to indemnity from the corporation.

      The By-laws of the Registrant reflect the indemnity provision of the CBCA
and read as follows:

            6.02 Indemnity. Subject to the limitations contained in
            the Act, [Zarlink Semiconductor Inc.] shall indemnify a
            director or officer,

                                 -3-
a former director or officer, or a person who acts or
            acted at [Zarlink Semiconductor Inc.'s] request as a
            director or officer of a body corporate of which [Zarlink
            Semiconductor Inc.] is or was a shareholder or creditor,
            and his heirs and legal representatives, against all
            costs, charges and expenses, including an amount paid to
            settle an action or satisfy a judgment, reasonably
            incurred by him in respect of any civil, criminal or
            administrative action or proceeding to which he is made a
            party by reason of being or having been a director or
            officer of [Zarlink Semiconductor Inc.] or such body
            corporate, if

            (a) he acted honestly and in good faith with a view to the
            best interests of [Zarlink Semiconductor Inc.]; and

            (b) in the case of a criminal or administrative action or
            proceeding that is enforced by a monetary penalty, he had
            reasonable grounds for believing that his conduct was
            lawful.

            [Zarlink Semiconductor Inc.] shall also indemnify such
            person in such other circumstances as the Act or law
            permits or requires.

      The Registrant currently has in force Directors' and Officers'
Liability insurance policies in the amount of U.S. $30,000,000 for the
benefit of the directors and officers of the Registrant and its
subsidiaries.

      Item 7. Exemption From Registration Claimed.

      Not Applicable.

      Item 8. Exhibits.

      The following is a complete list of exhibits filed as a part of
this Registration Statement:

Exhibit No. Document
----------- --------

4.1         Zarlink Semiconductor Inc. 1991 Stock Option Plan for Key Employees
            and Non-Employee Directors, as amended to date.

4.2         Form of Specimen Certificate for Common Shares of the Registrant.

4.3         Conformed Composite Copy of the Registrant's Articles, as amended to
            date.

5.1         Opinion of Stikeman Elliott regarding the validity and offering of
            the Common Shares being registered.

23.1        Consent of Stikeman Elliott (included in Exhibit 5.1).

23.2        Consent of Ernst & Young LLP.

                                 -4-
24.1  Powers of Attorney (included on the signature page of this Registration
      Statement).

      Item 9. Undertakings.

      The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3)
            of the Securities Act;

            (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 20 percent 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 this
            Registration Statement or any material change to such
            information in this Registration Statement;

      provided, however, that paragraphs (1)(i) and (1)(ii) above shall 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 15(d) of the Exchange
Act that are incorporated by reference in this 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;

                                      -5-
(4) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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; and

      (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to Item 6, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification in 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 of 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.

                                      -6-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Ottawa, Ontario, Canada, on February 25, 2002.

                                   ZARLINK SEMICONDUCTOR INC.

                                   By:  /s/ Patrick J. Brockett
                                        ----------------------------------------
                                   Name:  Patrick J. Brockett
                                   Title: President & Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Jean-Jacques Carrier and Donald G.
McIntyre his true and lawful attorney-in-fact and agent, each acting alone, 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 all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to make any and all state securities law or blue sky filings,
granting unto said attorney-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, each acting alone, 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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

   Signature                           Title                         Date
   ---------                           -----                         ----
/s/ Kirk K. Mandy           Vice Chairman of the Board         February 25, 2002
-----------------
Kirk K. Mandy

/s/ Patrick J. Brockett     President, Chief Executive         February 25, 2002
-----------------------     Officer and Director
Patrick J. Brockett

/s/ Jean-Jacques Carrier    Senior Vice President of           February 25, 2002
------------------------    Finance, Chief Financial
Jean-Jacques Carrier        Officer and Director

/s/ Donald G. McIntyre      Senior Vice President of           February 25, 2002
----------------------      Human Resources, General
Donald G. McIntyre          Counsel, Secretary and Director

/s/ Kent Plumley            Director                           February 25, 2002
----------------
Kent Plumley

                                      -7-
EXHIBIT INDEX

Exhibit No. Document
----------- --------

4.1         Zarlink Semiconductor Inc. 1991 Stock Option Plan for Key Employees
            and Non-Employee Directors, as amended to date.

4.2         Form of Specimen Certificate for Common Shares of the Registrant.

4.3         Conformed Composite Copy of the Registrant's Articles, as amended to
            date.

5.1         Opinion of Stikeman Elliott regarding the validity and offering of
            the Common Shares being registered.

23.1        Consent of Stikeman Elliott (included in Exhibit 5.1).

23.2        Consent of Ernst & Young LLP.

24.1        Powers of Attorney (included on the signature page of this
            Registration Statement).

                                      -8-