<PAGE>   1

         As filed with the Securities and Exchange Commission on July 10, 1996
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 INNERDYNE, INC.
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                       87-0431168
(State of incorporation)                    (I.R.S. Employer Identification No.)

                              1244 REAMWOOD AVENUE
                           SUNNYVALE, CALIFORNIA 94089
                    (Address of principal executive offices)

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

                             1996 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                WILLIAM G. MAVITY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 INNERDYNE, INC.
                              1244 REAMWOOD AVENUE
                           SUNNYVALE, CALIFORNIA 94089

                                 (408) 745-6010

 (Name, address and telephone number, including area code, of agent for service)

                             -----------------------
                                    Copy to:
                                Cathryn S. Chinn
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

               (Calculation of Registration Fee on following page)


<PAGE>   2
- --------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Proposed          Proposed 
                                                Maximum Amount        Maximum           Maximum         Amount of
                                                     to be        Offering Price       Aggregate      Registration
    Title of Securities to be Registered         Registered(1)       Per Share       Offering Price       Fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>                <C>               <C>      
1996 STOCK OPTION PLAN
   Common Stock,
   $.01 par value .............................  1,000,000 Shares   $4.125(2)        $4,125,000         $1,422.41

</TABLE>

- -----------------------
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1996 Stock Option Plan
         being registered pursuant to this Registration Statement by reason of
         any stock dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding shares of
         Common Stock.

(2)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933, as amended (the "Securities Act") solely for the purpose of
         calculating the registration fee. The computation with respect to
         unissued options is based upon the closing price of the Common Stock
         as reported on the Nasdaq National Market on July 8, 1996.



                                      -2-
<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, as amended, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 filed pursuant to Section 13(a) of the Exchange Act.

         (c) The description of the Registrant's Common Stock (Items 1 and 2)
contained in the Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act on December 4, 1991.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part 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.

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") authorizes a court to award, or a corporation's Board of
Directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. Article Tenth of the Registrant's Amended and Restated
Certificate of Incorporation and Article VI of the Registrant's Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the Delaware Law. In addition, the Registrant
has entered into Indemnification Agreements with its officers and directors.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.      EXHIBITS.

                 Exhibit
                 Number

                  4.1(1)   1996 Stock Option Plan.

                  5.1      Opinion of Venture Law Group, A Professional
                           Corporation.

                  23.1     Consent of Venture Law Group, A Professional
                           Corporation (included in Exhibit 5.1).

                  23.2     Consent of Independent Auditors (see p. 7).

                                      -3-
<PAGE>   4

                  24.1     Powers of Attorney (see p. 6).

- ---------------
(1)      Incorporated by reference to exhibits filed in response to Item 13,
         "Exhibit List and Reports on Form 8-K," of the Registrant's Annual
         Report on Form 10-KSB for the year ended December 31, 1995.

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 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.

         (2) that, for purposes 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.

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

         Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already 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.

                            [Signature Pages Follow]



                                      -4-
<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, InnerDyne, Inc., a corporation organized and existing under the laws
of the State of Delaware, 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 Sunnyvale, State of California, on
this 9th day of July, 1996.

                       InnerDyne,  Inc.

                       By:     /s/William G. Mavity
                               ----------------------------------------------
                               William G. Mavity
                               President and Chief Executive Officer



                                      -5-
<PAGE>   6

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William G. Mavity and Robert A. Stern,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, 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 as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                                    Title                               Date
               ---------                                    -----                               ----
<S>                                     <C>                                                    <C>    
/s/ William G. Mavity                    President and Chief Executive Officer                  July 9, 1996
- ------------------------------------                                                                           
William G. Mavity                          (Principal Executive Officer)

/s/ Robert A. Stern                      Vice President and Chief Financial Officer             July 9, 1996
- ------------------------------------                                                                           
Robert A. Stern                            (Principal Financial and Accounting

                                           Officer)

/s /Edward W. Benecke                    Director                                               July 9, 1996
- ------------------------------------                                                                           
Edward W. Benecke

/s/ Robert M. Curtis                     Director                                               July 9, 1996
- ------------------------------------                                                                           
Robert M. Curtis

/s/ Eugene J. Fischer                    Director                                               July 9, 1996
- ------------------------------------                                                                           
Eugene J. Fischer

/s/ Guy P. Nohra                         Director                                               July 9, 1996
- ------------------------------------                                                                           
Guy P. Nohra

/s/ Steven N. Weiss                      Director                                               July 9, 1996
- ------------------------------------                                                                           
Steven N. Weiss
</TABLE>


                                      -6-
<PAGE>   7
                                                                 EXHIBIT 23.2

                    INDEPENDENT AUDITOR'S CONSENT

We consent to incorporation by reference in the Registration Statement on
Form S-8 of InnerDyne, Inc. of our report dated March 15, 1996, relating to the
balance sheets of InnerDyne, Inc. as of December 31, 1995 and 1994, and the
related statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995, which report
appears in the December 31, 1995 annual report on Form 10-K of InnerDyne, Inc.

                                                         KPMG Peat Marwick LLP

Salt Lake City, Utah
July 8, 1996


                                      -7-
<PAGE>   8
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  Exhibit                                                
   Number                
   ------         
<S>          <C>    

     4.1(1)   1996 Stock Option Plan.

     5.1      Opinion of Venture Law Group, A Professional
              Corporation.

    23.1      Consent of Venture Law Group, A Professional
              Corporation (included in Exhibit 5.1).

    23.2      Consent of Independent Auditors (see p. 7).


    24.1      Powers of Attorney (see p. 6).

- ---------------
(1)      Incorporated by reference to exhibits filed in response to Item 13,
         "Exhibit List and Reports on Form 8-K," of the Registrant's Annual
         Report on Form 10-KSB for the year ended December 31, 1995.
                                                                                                   

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16261}]
{"company-data": {"conformed-name": "INNERDYNE INC", "cik": "0000822084", "assigned-sic": "3841", "irs-number": "870431168", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07859", "film-number": "96592862"}, "business-address": {"street1": "1244 REAMWOOD AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087456010"}, "mail-address": {"street1": "1244 REAMWOOD AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}, "former-company": {"former-conformed-name": "CARDIOPULMONICS INC", "date-changed": "19940429"}}
1

         As filed with the Securities and Exchange Commission on July 10, 1996
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 INNERDYNE, INC.
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                       87-0431168
(State of incorporation)                    (I.R.S. Employer Identification No.)

                              1244 REAMWOOD AVENUE
                           SUNNYVALE, CALIFORNIA 94089
                    (Address of principal executive offices)

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

                             1996 STOCK OPTION PLAN
                            (Full title of the Plan)

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

                                WILLIAM G. MAVITY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 INNERDYNE, INC.
                              1244 REAMWOOD AVENUE
                           SUNNYVALE, CALIFORNIA 94089

                                 (408) 745-6010

 (Name, address and telephone number, including area code, of agent for service)

                             -----------------------
                                    Copy to:
                                Cathryn S. Chinn
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (415) 854-4488

               (Calculation of Registration Fee on following page)
2
- --------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed          Proposed 
                                                Maximum Amount        Maximum           Maximum         Amount of
                                                     to be        Offering Price       Aggregate      Registration
    Title of Securities to be Registered         Registered(1)       Per Share       Offering Price       Fee
- --------------------------------------------------------------------------------------------------------------------
1996 STOCK OPTION PLAN
   Common Stock,
   $.01 par value .............................  1,000,000 Shares   $4.125(2)        $4,125,000         $1,422.41
- -----------------------
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1996 Stock Option Plan
         being registered pursuant to this Registration Statement by reason of
         any stock dividend, stock split, recapitalization or any other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding shares of
         Common Stock.

(2)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933, as amended (the "Securities Act") solely for the purpose of
         calculating the registration fee. The computation with respect to
         unissued options is based upon the closing price of the Common Stock
         as reported on the Nasdaq National Market on July 8, 1996.

                                      -2-
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, as amended, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 filed pursuant to Section 13(a) of the Exchange Act.

         (c) The description of the Registrant's Common Stock (Items 1 and 2)
contained in the Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act on December 4, 1991.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part 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.

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") authorizes a court to award, or a corporation's Board of
Directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. Article Tenth of the Registrant's Amended and Restated
Certificate of Incorporation and Article VI of the Registrant's Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the Delaware Law. In addition, the Registrant
has entered into Indemnification Agreements with its officers and directors.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.      EXHIBITS.

                 Exhibit
                 Number

                  4.1(1)   1996 Stock Option Plan.

                  5.1      Opinion of Venture Law Group, A Professional
                           Corporation.

                  23.1     Consent of Venture Law Group, A Professional
                           Corporation (included in Exhibit 5.1).

                  23.2     Consent of Independent Auditors (see p. 7).

                                      -3-
4

                  24.1     Powers of Attorney (see p. 6).

- ---------------
(1)      Incorporated by reference to exhibits filed in response to Item 13,
         "Exhibit List and Reports on Form 8-K," of the Registrant's Annual
         Report on Form 10-KSB for the year ended December 31, 1995.

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 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.

         (2) that, for purposes 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.

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

         Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already 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.

                            [Signature Pages Follow]

                                      -4-
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, InnerDyne, Inc., a corporation organized and existing under the laws
of the State of Delaware, 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 Sunnyvale, State of California, on
this 9th day of July, 1996.

                       InnerDyne,  Inc.

                       By:     /s/William G. Mavity
                               ----------------------------------------------
                               William G. Mavity
                               President and Chief Executive Officer

                                      -5-
6

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William G. Mavity and Robert A. Stern,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, 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 as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                    Title                               Date
               ---------                                    -----                               ----
/s/ William G. Mavity                    President and Chief Executive Officer                  July 9, 1996
- ------------------------------------                                                                           
William G. Mavity                          (Principal Executive Officer)

/s/ Robert A. Stern                      Vice President and Chief Financial Officer             July 9, 1996
- ------------------------------------                                                                           
Robert A. Stern                            (Principal Financial and Accounting

                                           Officer)

/s /Edward W. Benecke                    Director                                               July 9, 1996
- ------------------------------------                                                                           
Edward W. Benecke

/s/ Robert M. Curtis                     Director                                               July 9, 1996
- ------------------------------------                                                                           
Robert M. Curtis

/s/ Eugene J. Fischer                    Director                                               July 9, 1996
- ------------------------------------                                                                           
Eugene J. Fischer

/s/ Guy P. Nohra                         Director                                               July 9, 1996
- ------------------------------------                                                                           
Guy P. Nohra

/s/ Steven N. Weiss                      Director                                               July 9, 1996
- ------------------------------------                                                                           
Steven N. Weiss
-6-
7
                                                                 EXHIBIT 23.2

                    INDEPENDENT AUDITOR'S CONSENT

We consent to incorporation by reference in the Registration Statement on
Form S-8 of InnerDyne, Inc. of our report dated March 15, 1996, relating to the
balance sheets of InnerDyne, Inc. as of December 31, 1995 and 1994, and the
related statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995, which report
appears in the December 31, 1995 annual report on Form 10-K of InnerDyne, Inc.

                                                         KPMG Peat Marwick LLP

Salt Lake City, Utah
July 8, 1996

                                      -7-
8
                                INDEX TO EXHIBITS
Exhibit                                                
   Number                
   ------
4.1(1)   1996 Stock Option Plan.

     5.1      Opinion of Venture Law Group, A Professional
              Corporation.

    23.1      Consent of Venture Law Group, A Professional
              Corporation (included in Exhibit 5.1).

    23.2      Consent of Independent Auditors (see p. 7).

    24.1      Powers of Attorney (see p. 6).

- ---------------
(1)      Incorporated by reference to exhibits filed in response to Item 13,
         "Exhibit List and Reports on Form 8-K," of the Registrant's Annual
         Report on Form 10-KSB for the year ended December 31, 1995.