<PAGE>
      As filed with the Securities and Exchange Commission on May 23, 2003
                                                          Registration No. _____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   ----------

                       INKINE PHARMACEUTICAL COMPANY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   ----------

                        New York                                13-3754005
            -------------------------------                 ------------------
            (State or other jurisdiction of                  (I.R.S. Employer
            incorporation or organization)                  Identification No.

               1787 Sentry Parkway West
                Building 18, Suite 440
                      Blue Bell, Pa                               19422
       ----------------------------------------                 ----------
       (Address of Principal Executive Offices)                 (Zip Code)

                                   ----------


                          1999 EQUITY COMPENSATION PLAN
                          -----------------------------
                            (Full title of the plan)

                                   ----------

                          Leonard S. Jacob, M.D., Ph.D.
                             Chief Executive Officer
                       InKine Pharmaceutical Company, Inc.
                            1787 Sentry Parkway West
                             Building 18, Suite 440
                               Blue Bell, PA 19422
                     ---------------------------------------
                     (Name and address of agent for service)

                                   ----------


                                 (215) 283-6850
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Charles C. Zall, Esquire
                                 Saul Ewing LLP
                               Centre Square West
                         1500 Market Street, 38th Floor
                           Philadelphia, Pa 19102-2186
                                 (215) 972-7701

                                   ----------


               See next page for calculation of registration fee.


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================= =============== ================== ================= =======================================
                                                               Proposed
                                        Proposed Maximum       Maximum
Title of Securities to   Amount to be    Offering Price       Aggregate
    be Registered       Registered (1)      Per Share       Offering Price        Amount of Registration Fee (4)
----------------------- --------------- ------------------ ----------------- ---------------------------------------
<S>                           <C>               <C>               <C>                         <C>
Common Stock, Par           868,750           $2.71  (2)    $2,354,312.50                   $240.00
Value $0.0001 Per Share     631,250             .97  (3)       612,312.50
                          ---------                         -------------

                          1,500,000                            $2,966,625
======================= =============== ================== ================= =======================================
</TABLE>

         (1) The 1999 Equity Compensation Plan covers a total of 4,000,000
shares. The Registrant has previously registered an aggregate of 2,500,000 of
such shares.

         (2) The registration fee with respect to these shares has been computed
in accordance with paragraph (c) of Rule 457, based upon the average of the
reported high and low sale prices of shares of Common Stock on May 19, 2003.

         (3) The registration fee with respect to these shares has been computed
in accordance with paragraph (h) of Rule 457, based upon the stated exercise
price of such options.

         (4) Represents the Proposed Maximum Aggregate Offering Price multiplied
by $0.0000809.


<PAGE>

                      REGISTRATION OF ADDITIONAL SECURITIES

         Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statements on Form S-8, SEC File Nos. 333-47088 and,
333-54530 and all amendments thereto, are incorporated herein by reference.

Item 3.  Incorporation of Documents by Reference.

                  The documents listed in (a) through (c) below are incorporated
by reference in this registration statement; and all documents subsequently
filed by InKine 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
thereof from the date of filing of such documents:

                  (a)      InKine's annual report on Form 10-K for the year
                           ended December 31, 2002;

                  (b)      InKine's quarterly report on Form 10-Q for the
                           quarter ended March 31, 2003;

                  (c)      InKine's current reports on Forms 8-K filed on
                           January 24, 2003 and May 5, 2003;

                  (d)      InKine's Proxy Statement with respect to its 2003
                           Annual Meeting of Shareholders; and

                  (e)      The description of InKine's Common Stock which is
                           contained in any Registration Statement or report of
                           InKine filed under the Securities Exchange Act of
                           1934, including any amendments or reports filed for
                           the purposes of updating such description.

Item 8.  Exhibits.

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

         5        Opinion of Saul Ewing LLP
         23.1     Consent of KPMG LLP, independent auditors
         23.2     Consent of Saul Ewing LLP (contained in Exhibit No. 5)
         24       Power of Attorney (included on signature page of the
                  Registration Statement)



                                       1
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, InKine
certifies that it has reasonable grounds to believe that it meets 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 Blue Bell, Pennsylvania, on May 23, 2003.

                                         InKine Pharmaceutical Company, Inc.

                                         By:  Leonard S. Jacob, M.D., Ph.D.
                                              -----------------------------
                                              Leonard S. Jacob, M.D., Ph.D.
                                              Chairman of the Board and
                                              Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Leonard S. Jacob and Robert F. Apple,
or either of them, his true and lawful attorneys-in-fact, with power of
substitution and resubstitution, to execute in the name of such person, in his
capacity as a director or officer of InKine Pharmaceutical Company, Inc., any
and all amendments to this Registration Statement on Form S-8 and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitute, 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 on May 23, 2003, by the following
persons in the capacities indicated.

<TABLE>
<CAPTION>
              Signature                            Title                              Date
              ---------                            -----                              ----

<S>                                                <C>                                 <C>
Leonard S. Jacob, M.D., Ph.D.           Chairman of the Board,                      May 23, 2003
-----------------------------           Chief Executive Officer and Director
Leonard S. Jacob, M.D., Ph.D.           (Principal Executive Officer)

Robert F. Apple                         Chief Operating and                         May 23, 2003
-----------------------------           Financial Officer
Robert F. Apple                         (Principal Financial and
                                        Accounting Officer)

J.R. LeShufy                            Director                                    May 23, 2003
----------------------------
J.R. LeShufy

Steven B. Ratoff                        Director                                    May 23, 2003
----------------------------
Steven B. Ratoff

Norman  D. Schellenger                  Director                                    May 23, 2003
----------------------------
Norman D. Schellenger

Thomas P. Stagnaro                      Director                                    May 23, 2003
----------------------------
Thomas P. Stagnaro

Robert A. Vukovich, Ph.D.               Director                                    May 23, 2003
----------------------------
Robert A. Vukovich, Ph.D.
</TABLE>


                                       2
<PAGE>

                                  EXHIBIT INDEX
 Exhibit
 Number                 Name of Document
------------------------------------------------------------------

    5      Opinion of Saul Ewing LLP

   23.1    Consent of KPMG LLP, independent auditors

   23.2    Consent of Saul Ewing LLP (contained in Exhibit No. 5)

   24      Power of Attorney (included on signature page of the
           Registration Statement)



                                       3
[{"type": "S-8", "sequence": "1", "filename": "seight.txt", "description": "S-8", "secsgml_size_bytes": 10895}]
{"company-data": {"conformed-name": "INKINE PHARMACEUTICAL CO INC", "cik": "0000929547", "assigned-sic": "2834", "irs-number": "133754005", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105554", "film-number": "03718664"}, "business-address": {"street1": "1787 SENTRY PARKWAY WEST", "street2": "BUILDING 18  SUITE 440", "city": "BLUE BELL", "state": "PA", "zip": "19422", "phone": "2152836850"}, "mail-address": {"street1": "1787 SENTRY PARKWAY WEST", "street2": "BUILDING 18  SUITE 440", "city": "BLUE BELL", "state": "PA", "zip": "19422"}, "former-company": {"former-conformed-name": "PANAX PHARMACEUTICAL CO LTD", "date-changed": "19940906"}}
As filed with the Securities and Exchange Commission on May 23, 2003
                                                          Registration No. _____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   ----------

                       INKINE PHARMACEUTICAL COMPANY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   ----------

                        New York                                13-3754005
            -------------------------------                 ------------------
            (State or other jurisdiction of                  (I.R.S. Employer
            incorporation or organization)                  Identification No.

               1787 Sentry Parkway West
                Building 18, Suite 440
                      Blue Bell, Pa                               19422
       ----------------------------------------                 ----------
       (Address of Principal Executive Offices)                 (Zip Code)

                                   ----------

                          1999 EQUITY COMPENSATION PLAN
                          -----------------------------
                            (Full title of the plan)

                                   ----------

                          Leonard S. Jacob, M.D., Ph.D.
                             Chief Executive Officer
                       InKine Pharmaceutical Company, Inc.
                            1787 Sentry Parkway West
                             Building 18, Suite 440
                               Blue Bell, PA 19422
                     ---------------------------------------
                     (Name and address of agent for service)

                                   ----------

                                 (215) 283-6850
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Charles C. Zall, Esquire
                                 Saul Ewing LLP
                               Centre Square West
                         1500 Market Street, 38th Floor
                           Philadelphia, Pa 19102-2186
                                 (215) 972-7701

                                   ----------

               See next page for calculation of registration fee.
CALCULATION OF REGISTRATION FEE
======================= =============== ================== ================= =======================================
                                                               Proposed
                                        Proposed Maximum       Maximum
Title of Securities to   Amount to be    Offering Price       Aggregate
    be Registered       Registered (1)      Per Share       Offering Price        Amount of Registration Fee (4)
----------------------- --------------- ------------------ ----------------- ---------------------------------------
Common Stock, Par           868,750           $2.71  (2)    $2,354,312.50                   $240.00
Value $0.0001 Per Share     631,250             .97  (3)       612,312.50
                          ---------                         -------------

                          1,500,000                            $2,966,625
======================= =============== ================== ================= =======================================
(1) The 1999 Equity Compensation Plan covers a total of 4,000,000
shares. The Registrant has previously registered an aggregate of 2,500,000 of
such shares.

         (2) The registration fee with respect to these shares has been computed
in accordance with paragraph (c) of Rule 457, based upon the average of the
reported high and low sale prices of shares of Common Stock on May 19, 2003.

         (3) The registration fee with respect to these shares has been computed
in accordance with paragraph (h) of Rule 457, based upon the stated exercise
price of such options.

         (4) Represents the Proposed Maximum Aggregate Offering Price multiplied
by $0.0000809.
REGISTRATION OF ADDITIONAL SECURITIES

         Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statements on Form S-8, SEC File Nos. 333-47088 and,
333-54530 and all amendments thereto, are incorporated herein by reference.

Item 3.  Incorporation of Documents by Reference.

                  The documents listed in (a) through (c) below are incorporated
by reference in this registration statement; and all documents subsequently
filed by InKine 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
thereof from the date of filing of such documents:

                  (a)      InKine's annual report on Form 10-K for the year
                           ended December 31, 2002;

                  (b)      InKine's quarterly report on Form 10-Q for the
                           quarter ended March 31, 2003;

                  (c)      InKine's current reports on Forms 8-K filed on
                           January 24, 2003 and May 5, 2003;

                  (d)      InKine's Proxy Statement with respect to its 2003
                           Annual Meeting of Shareholders; and

                  (e)      The description of InKine's Common Stock which is
                           contained in any Registration Statement or report of
                           InKine filed under the Securities Exchange Act of
                           1934, including any amendments or reports filed for
                           the purposes of updating such description.

Item 8.  Exhibits.

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

         5        Opinion of Saul Ewing LLP
         23.1     Consent of KPMG LLP, independent auditors
         23.2     Consent of Saul Ewing LLP (contained in Exhibit No. 5)
         24       Power of Attorney (included on signature page of the
                  Registration Statement)

                                       1
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, InKine
certifies that it has reasonable grounds to believe that it meets 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 Blue Bell, Pennsylvania, on May 23, 2003.

                                         InKine Pharmaceutical Company, Inc.

                                         By:  Leonard S. Jacob, M.D., Ph.D.
                                              -----------------------------
                                              Leonard S. Jacob, M.D., Ph.D.
                                              Chairman of the Board and
                                              Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Leonard S. Jacob and Robert F. Apple,
or either of them, his true and lawful attorneys-in-fact, with power of
substitution and resubstitution, to execute in the name of such person, in his
capacity as a director or officer of InKine Pharmaceutical Company, Inc., any
and all amendments to this Registration Statement on Form S-8 and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitute, 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 on May 23, 2003, by the following
persons in the capacities indicated.
Signature                            Title                              Date
              ---------                            -----                              ----
Leonard S. Jacob, M.D., Ph.D.           Chairman of the Board,                      May 23, 2003
-----------------------------           Chief Executive Officer and Director
Leonard S. Jacob, M.D., Ph.D.           (Principal Executive Officer)

Robert F. Apple                         Chief Operating and                         May 23, 2003
-----------------------------           Financial Officer
Robert F. Apple                         (Principal Financial and
                                        Accounting Officer)

J.R. LeShufy                            Director                                    May 23, 2003
----------------------------
J.R. LeShufy

Steven B. Ratoff                        Director                                    May 23, 2003
----------------------------
Steven B. Ratoff

Norman  D. Schellenger                  Director                                    May 23, 2003
----------------------------
Norman D. Schellenger

Thomas P. Stagnaro                      Director                                    May 23, 2003
----------------------------
Thomas P. Stagnaro

Robert A. Vukovich, Ph.D.               Director                                    May 23, 2003
----------------------------
Robert A. Vukovich, Ph.D.
2
EXHIBIT INDEX
 Exhibit
 Number                 Name of Document
------------------------------------------------------------------

    5      Opinion of Saul Ewing LLP

   23.1    Consent of KPMG LLP, independent auditors

   23.2    Consent of Saul Ewing LLP (contained in Exhibit No. 5)

   24      Power of Attorney (included on signature page of the
           Registration Statement)

                                       3