As filed with the Securities and Exchange Commission on May 19, 2000
                                                    Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

                  MINNESOTA                                   41-1223933
(State or other jurisdiction of incorporation              (I.R.S. Employer
              or organization)                            Identification No.)

                            5540 PIONEER CREEK DRIVE
                        MAPLE PLAIN, MINNESOTA 55359-9003
              (Address of Principal Executive Offices and zip code)

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

                                  INNOVEX, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

            William P. Murnane                               Copy to:
   President and Chief Executive Officer                 Charles P. Moorse
               Innovex, Inc.                            Kristin L. Johnson
         5540 Pioneer Creek Drive                   Lindquist & Vennum P.L.L.P.
        Maple Plain, MN  55359-9003                       4200 IDS Center
              (763) 479-5300                          80 South Eighth Street
  (Name, address, including zip code and               Minneapolis, MN 55402
  telephone number of agent for service)                  (612) 371-3211


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                     Proposed       Proposed
      Title of Securities             Maximum        Maximum
        to be Registered              Amount        Offering        Aggregate       Amount of
                                       to be          Price         Offering      Registration
                                    Registered      Per Share         Price            Fee
-----------------------------------------------------------------------------------------------
<S>                              <C>                <C>           <C>                  <C>
Common Stock,                    250,000 shares     $7.9838(1)    $1,995,950(1)        $527
$.04 par value to be issued
pursuant to the Innovex, Inc.
Employee Stock Purchase Plan
-----------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(c) and (h) and based upon the average of the high
         and low prices of the Company's Common Stock on the Nasdaq National
         Market on May 15, 2000.

<PAGE>


                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

Item 3. Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual Report of the Company on Form 10-K for the fiscal year
ended September 30, 1999.

         (b) The Definitive Proxy Statement dated December 15, 1999 for the 2000
Annual Meeting of Shareholders held on January 19, 2000.

         (c) The Quarterly Report of the Company on Form 10-Q for the quarters
ended December 31, 1999 and March 31, 2000.

         (d) The description of the Company's Common Stock as set forth in the
Company's Form 8-A Registration Statement dated January 29, 1985, which became
effective as of July 31, 1985 (Registration No. 0-13143), including any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company 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 securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of 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.

         Articles of Incorporation. The Company's Articles of Incorporation
provides that no director of the corporation may be personally liable to the
Company or its shareholders 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 Company or its shareholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) under section 302A.559 or 80A.23 of Minnesota Statutes; (iv) for any
transaction from which the director derived any improper personal benefit; or
(v) for any act or omission occurring prior to February 29, 1988 (the effective
date of the indemnification provisions in the Company's Articles of
Incorporation).

         Statutory Provisions. Section 302A.521 of the Minnesota Business
Corporation Act provides that a corporation shall indemnify a person made or
threatened to be made a party to a proceeding by reason of the former or present
official capacity of the person against judgments, penalties, fines, including,
without


                                       2
<PAGE>


limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

         (1)      Has not been indemnified by another organization or employee
                  benefit plan for the same judgments, penalties, fines,
                  including, without limitation, excise taxes assessed against
                  the person with respect to an employee benefit plan,
                  settlements, and reasonable expenses, including attorneys'
                  fees and disbursements, incurred by the person in connection
                  with the proceeding with respect to the same acts or
                  omissions;

         (2)      Acted in good faith;

         (3)      Received no improper personal benefit and section 302A.255
                  (Director Conflicts of Interest), if applicable, has been
                  satisfied;

         (4)      In the case of a criminal proceeding, had no reasonable cause
                  to believe the conduct was unlawful; and

         (5)      In the case of acts or omissions occurring in the official
                  capacity described in subdivision 1, paragraph (c), clause (1)
                  or (2), reasonably believed that the conduct was in the best
                  interests of the corporation, or in the case of acts or
                  omissions occurring in the official capacity described in
                  subdivision 1, paragraph (c), clause (3), reasonably believed
                  that the conduct was not opposed to the best interests of the
                  corporation. If the person's acts or omissions complained of
                  in the proceeding relate to conduct as a director, officer,
                  trustee, employee, or agent of an employee benefit plan, the
                  conduct is not considered to be opposed to the best interests
                  of the corporation if the person reasonably believed that the
                  conduct was in the best interests of the participants or
                  beneficiaries of the employee benefit plan.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

Exhibit
-------

4.1      First Amendment and Complete Restatement of the Innovex, Inc. Employee
         Stock Purchase Plan

5.1      Opinion of Lindquist & Vennum P.L.L.P.

23.1     Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2     Consent of Grant Thornton LLP, independent certified public accountants

24.1     Power of Attorney (set forth on the signature page hereof)

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

Item 9. Undertakings.

(a)      The Company hereby undertakes:


                                       3
<PAGE>


         (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

                  (i) Include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

                  (ii) Reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which individually or in the
         aggregate, represent a fundamental change in the information in the
         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) under the Securities Act of 1933 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; and

                  (iii) Include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

         (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

         (3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small
business issuer 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.


                                       4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Maple Plain, State of Minnesota, on May 19, 2000.

                       INNOVEX, INC.



                       By /s/ William P. Murnane



                       William P. Murnane, President and Chief Executive Officer

                                POWER OF ATTORNEY

         The undersigned officers and directors of Innovex, Inc. hereby
constitute and appoint William P. Murnane and Douglas W. Keller, or either of
them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable 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 said attorney-in-fact and agent, or his 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 on
May 19, 2000 in the capacities indicated.

Signature
---------


/s/ Thomas W. Haley                        /s/ Gerald M. Bestler
-------------------------------------      -------------------------------------
Thomas W. Haley, Chairman of the           Gerald M. Bestler, Director
Board and Director


/s/ Douglas W. Keller                      /s/ Frank L. Farrar
-------------------------------------      -------------------------------------
Douglas W. Keller, VP - Finance            Frank L. Farrar, Director


/s/ William P. Murnane                     /s/ E. E. Hawk
-------------------------------------      -------------------------------------
William P. Murnane, President, Chief       Elick Eugene Hawk, Director
Executive Officer, and Director


/s/ William J. Miller                      /s/ Michael C. Slagle
-------------------------------------      -------------------------------------
William J. Miller, Director                Michael C. Slagle, Director


/s/ Bernt M. Tessem
-------------------------------------
Bernt M. Tessem, Director


                                       5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16033}]
{"company-data": {"conformed-name": "INNOVEX INC", "cik": "0000050601", "assigned-sic": "3679", "irs-number": "411223933", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37380", "film-number": "639864"}, "business-address": {"street1": "530 ELEVENTH AVENUE SOUTH", "city": "HOPKINS", "state": "MN", "zip": "55343-9904", "phone": "6129384155"}}
As filed with the Securities and Exchange Commission on May 19, 2000
                                                    Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

                  MINNESOTA                                   41-1223933
(State or other jurisdiction of incorporation              (I.R.S. Employer
              or organization)                            Identification No.)

                            5540 PIONEER CREEK DRIVE
                        MAPLE PLAIN, MINNESOTA 55359-9003
              (Address of Principal Executive Offices and zip code)

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

                                  INNOVEX, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

            William P. Murnane                               Copy to:
   President and Chief Executive Officer                 Charles P. Moorse
               Innovex, Inc.                            Kristin L. Johnson
         5540 Pioneer Creek Drive                   Lindquist & Vennum P.L.L.P.
        Maple Plain, MN  55359-9003                       4200 IDS Center
              (763) 479-5300                          80 South Eighth Street
  (Name, address, including zip code and               Minneapolis, MN 55402
  telephone number of agent for service)                  (612) 371-3211

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
                                     Proposed       Proposed
      Title of Securities             Maximum        Maximum
        to be Registered              Amount        Offering        Aggregate       Amount of
                                       to be          Price         Offering      Registration
                                    Registered      Per Share         Price            Fee
-----------------------------------------------------------------------------------------------
Common Stock,                    250,000 shares     $7.9838(1)    $1,995,950(1)        $527
$.04 par value to be issued
pursuant to the Innovex, Inc.
Employee Stock Purchase Plan
-----------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(c) and (h) and based upon the average of the high
         and low prices of the Company's Common Stock on the Nasdaq National
         Market on May 15, 2000.
PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

Item 3. Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual Report of the Company on Form 10-K for the fiscal year
ended September 30, 1999.

         (b) The Definitive Proxy Statement dated December 15, 1999 for the 2000
Annual Meeting of Shareholders held on January 19, 2000.

         (c) The Quarterly Report of the Company on Form 10-Q for the quarters
ended December 31, 1999 and March 31, 2000.

         (d) The description of the Company's Common Stock as set forth in the
Company's Form 8-A Registration Statement dated January 29, 1985, which became
effective as of July 31, 1985 (Registration No. 0-13143), including any
amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Company 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 securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of 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.

         Articles of Incorporation. The Company's Articles of Incorporation
provides that no director of the corporation may be personally liable to the
Company or its shareholders 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 Company or its shareholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) under section 302A.559 or 80A.23 of Minnesota Statutes; (iv) for any
transaction from which the director derived any improper personal benefit; or
(v) for any act or omission occurring prior to February 29, 1988 (the effective
date of the indemnification provisions in the Company's Articles of
Incorporation).

         Statutory Provisions. Section 302A.521 of the Minnesota Business
Corporation Act provides that a corporation shall indemnify a person made or
threatened to be made a party to a proceeding by reason of the former or present
official capacity of the person against judgments, penalties, fines, including,
without

                                       2
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:

         (1)      Has not been indemnified by another organization or employee
                  benefit plan for the same judgments, penalties, fines,
                  including, without limitation, excise taxes assessed against
                  the person with respect to an employee benefit plan,
                  settlements, and reasonable expenses, including attorneys'
                  fees and disbursements, incurred by the person in connection
                  with the proceeding with respect to the same acts or
                  omissions;

         (2)      Acted in good faith;

         (3)      Received no improper personal benefit and section 302A.255
                  (Director Conflicts of Interest), if applicable, has been
                  satisfied;

         (4)      In the case of a criminal proceeding, had no reasonable cause
                  to believe the conduct was unlawful; and

         (5)      In the case of acts or omissions occurring in the official
                  capacity described in subdivision 1, paragraph (c), clause (1)
                  or (2), reasonably believed that the conduct was in the best
                  interests of the corporation, or in the case of acts or
                  omissions occurring in the official capacity described in
                  subdivision 1, paragraph (c), clause (3), reasonably believed
                  that the conduct was not opposed to the best interests of the
                  corporation. If the person's acts or omissions complained of
                  in the proceeding relate to conduct as a director, officer,
                  trustee, employee, or agent of an employee benefit plan, the
                  conduct is not considered to be opposed to the best interests
                  of the corporation if the person reasonably believed that the
                  conduct was in the best interests of the participants or
                  beneficiaries of the employee benefit plan.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

Exhibit
-------

4.1      First Amendment and Complete Restatement of the Innovex, Inc. Employee
         Stock Purchase Plan

5.1      Opinion of Lindquist & Vennum P.L.L.P.

23.1     Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2     Consent of Grant Thornton LLP, independent certified public accountants

24.1     Power of Attorney (set forth on the signature page hereof)

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

Item 9. Undertakings.

(a)      The Company hereby undertakes:

                                       3
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

                  (i) Include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

                  (ii) Reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which individually or in the
         aggregate, represent a fundamental change in the information in the
         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) under the Securities Act of 1933 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; and

                  (iii) Include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

         (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

         (3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small
business issuer 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.

                                       4
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 Maple Plain, State of Minnesota, on May 19, 2000.

                       INNOVEX, INC.

                       By /s/ William P. Murnane

                       William P. Murnane, President and Chief Executive Officer

                                POWER OF ATTORNEY

         The undersigned officers and directors of Innovex, Inc. hereby
constitute and appoint William P. Murnane and Douglas W. Keller, or either of
them, with power to act one without the other, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable 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 said attorney-in-fact and agent, or his 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 on
May 19, 2000 in the capacities indicated.

Signature
---------

/s/ Thomas W. Haley                        /s/ Gerald M. Bestler
-------------------------------------      -------------------------------------
Thomas W. Haley, Chairman of the           Gerald M. Bestler, Director
Board and Director

/s/ Douglas W. Keller                      /s/ Frank L. Farrar
-------------------------------------      -------------------------------------
Douglas W. Keller, VP - Finance            Frank L. Farrar, Director

/s/ William P. Murnane                     /s/ E. E. Hawk
-------------------------------------      -------------------------------------
William P. Murnane, President, Chief       Elick Eugene Hawk, Director
Executive Officer, and Director

/s/ William J. Miller                      /s/ Michael C. Slagle
-------------------------------------      -------------------------------------
William J. Miller, Director                Michael C. Slagle, Director

/s/ Bernt M. Tessem
-------------------------------------
Bernt M. Tessem, Director

                                       5