<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2001

                                                       Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

DELAWARE                                    13-3808303
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)

                     14528 SOUTH OUTER FORTY ROAD, SUITE 205
                            ST. LOUIS, MISSOURI 63017
          (Address of principal executive offices, including zip code)

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

                             1993 STOCK OPTION PLAN
                            (Full title of the Plan)

                                LOREN G. PETERSON
                             CHIEF EXECUTIVE OFFICER
                         SHEFFIELD PHARMACEUTICALS, INC.
                     14528 SOUTH OUTER FORTY ROAD, SUITE 205
                            ST. LOUIS, MISSOURI 63017
                     (Name and address of agent for service)

                                 (314) 579-9899
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                             MAXIMUM            MAXIMUM             AMOUNT
      TITLE OF SECURITIES           AMOUNT TO BE         OFFERING PRICE        AGGREGATE              OF
      TO BE REGISTERED              REGISTERED(1)           PER SHARE        OFFERING PRICE    REGISTRATION FEE
      ----------------              -------------        --------------      --------------    ----------------
<S>                                 <C>                  <C>                 <C>               <C>

Common, Stock par value               3,000,000              $3.89 (2)       $11,670,000 (2)       $2,917.50
$0.01 per share                         125,000              $1.75 (3)          $218,750 (3)          $54.69
                                        100,000              $1.75 (3)          $175,000 (3)          $43.75
                                        100,000             $1.438 (3)          $143,800 (3)          $35.95
                                      ---------                              -----------           ---------
                                      3,325,000                              $12,207,550           $3,051.89
</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     Registration Statement shall also be deemed to cover any additional shares
     offered under the 1993 Stock Option Plan to reflect share splits, share
     dividends, mergers and other capital changes.

(2)  Pursuant to Rule 457(c) and 457(h) under the Securities Act, the Maximum
     Offering Price Per Share and the Maximum Aggregate Offering Price for
     3,000,000 shares available for purchase under the 1993 Stock Option Plan
     are estimated solely for the purpose of calculating the registration fee,
     and are based upon the average of the high and low prices of the
     registrant's common stock on the American Stock Exchange on May 9, 2001.

(3)  The Maximum Offering Price Per Share and the Maximum Aggregate Offering
     Price are based on the price at which outstanding options may be exercised
     under this Registration Statement, in accordance with Rule 457(h) under the
     Securities Act of 1933, as amended, and are utilized solely for the purpose
     of calculating the registration fee.

<PAGE>   2

                                EXPLANATORY NOTE

     This Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended. The purpose of this Registration Statement
is to register 3,000,000 shares of common stock, par value $0.01 per share
("Common Stock") of Sheffield Pharmaceuticals, Inc. which have been reserved for
issuance under the Registrant's 1993 Stock Option Plan and to register 325,000
shares of Common Stock which have been reserved for issuance upon the exercise
of options granted to employees. A total of 1,000,000 shares of Common Stock
reserved under the 1993 Stock Option Plan have been previously registered
pursuant to Registration Statement No. 333-14867 and No. 33-95262.



                                      I-1

<PAGE>   3

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Incorporated by reference into this Registration Statement are the
following documents previously filed by Sheffield Pharmaceuticals, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended and the Securities Act of
1934, as amended (the "Exchange Act"):

     (a)  the Company's Annual Report on Form 10-K filed with the Commission on
          March 13, 2001 for the fiscal year ended December 31, 2000;

     (b)  the Company's Current Report on Form 8-K filed with the Commission on
          November 14, 2000; and

     (c)  the description of the Company's Common Stock set forth in its
          Registration Statement on Form 8-B filed on July 6, 1995.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the initial filing of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein 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.

     None.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Except as hereinafter set forth, there is no statute, charter provision,
by-law, contract or other arrangement under which any controlling person,
director or officer of the Corporation is insured or indemnified in any manner
against liability which he may incur in his capacity as such.

     Article TENTH of the Corporation's Certificate of Incorporation provides as
follows:

     The Corporation shall, to the fullest extent permitted by ss.145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which

                                     II-1

<PAGE>   4

those indemnified may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 5.1 of the By-laws of the Corporation provides as follows:

     (a) The Corporation shall indemnify, subject to the requirements of
subsection (d) of this Section, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner her reasonably believed to be in or not opposed to
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) The Corporation shall indemnify, subject to the requirements of
subsection (d) of this Section, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonable incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interest of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability buy in view of all the circumstances of the case, such person is
fairly and reasonable entitled to indemnity for such expense which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or agent of the
Corporation, or a person serving in any other enterprise at the request of the
Corporation, has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) and (b) of this
Section, or in defense of any claim, issue or matter therein, the Corporation
shall indemnify

                                     II-2
<PAGE>   5

him against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Section. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors, or (3) by independent legal
counsel in a written opinion, or (4) by the stockholders.

     (e) Expenses incurred by a directors, officer, employee or agent in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suite or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Section.

     (f) The indemnification and advancement of expenses provided by or granted
pursuant to, the other subsections of this Section shall not limit the
Corporation from providing any other indemnification or advancement of expenses
permitted by law nor shall it be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office.

     (g) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or who is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.

     (h) The indemnification and advancement of expenses provided by, or granted
pursuant to this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (i) For the purposes of this Section, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that any
person who is or was a director, officer, employee or agent f such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other

                                     II-3

<PAGE>   6

enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation of its separate existence had
continued.

     (j) This Section 5.1 shall be construed to give the Corporation the
broadest power permissible by the Delaware General Corporation Law, as it now
stands and as heretofore amended.

     Section 145 of the General Corporation Law of the State of Delaware
provides as follows:

     (a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A corporation may indemnify any person who was or is party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonable incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

                                     II-4
<PAGE>   7

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil criminal administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director of officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitles under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation"

                                     II-5

<PAGE>   8

shall include any service s a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "no opposed to the best interests of the corporation" as referred to in
this section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     The Company has purchased a Directors and Officer Liability Insurance
policy for coverage of up to $5,000,000.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8. EXHIBITS.

     The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

<TABLE>
<CAPTION>
          EXHIBIT NUMBER             DESCRIPTION
          --------------             -----------
          <S>                        <C>
          4.1                        1993 Stock Option Plan*

          5.1                        Opinion of McDermott, Will & Emery (includes consent)

          23.1                       Consent of Ernst & Young LLP

          23.2                       Consent of McDermott, Will & Emery (included in Exhibit 5.1)

          24                         Power of attorney of directors and officers of the Registrant (included on
                                     signature page).

          99.1                       Option Agreement dated August 3, 1998 between the Company and Thomas Armer.

          99.2                       Option Agreement dated September 1, 1998 between the Company and Nahed Mohsen.
</TABLE>
-------------
*    Incorporated by reference to the Company's Annual Report on Form 10-K for
     its fiscal year ended December 31,2000.

                                     II-6
<PAGE>   9
<TABLE>
          <S>                        <C>
          99.3                       Option Agreement dated August 3, 1998 between the Company and Richard Pavkov.
</TABLE>


ITEM 9. UNDERTAKINGS.

          (a) The undersigned Company 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 of 1933;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (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 the
          Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     (1)(ii) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed by the Company pursuant to Section 13 or Section 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; and

          (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.

          (b) The undersigned Company further 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 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 the 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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director,

                                     II-7

<PAGE>   10

officer or controlling person of the Company 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 Company 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II-8
<PAGE>   11


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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
County of St. Louis, State of Missouri on May 11, 2001.

                                   Sheffield Pharmaceuticals, Inc.



                                   By:  /s/ Loren G. Peterson
                                        -------------------------------------
                                        Loren G. Peterson
                                        Chief Executive Officer and President

                                     II-9
<PAGE>   12


                                POWER OF ATTORNEY

     Each of the undersigned hereby constitutes and appoints Loren G. Peterson,
his or her attorneys-in-fact, each with power of substitution, in his or her
name and in the capacity indicated below, to sign any and all further amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 11, 2001.

<TABLE>
<CAPTION>
NAME AND SIGNATURE                                                     TITLE
------------------                                                     -----
<S>                                                           <C>

/s/ Thomas M. Fitzgerald                                      Director and Chairman
--------------------------------------------
Thomas M. Fitzgerald

/s/ Loren G. Peterson                                         Chief Executive Officer, President, &
--------------------------------------------                  Director (Principal Executive Officer)
Loren G. Peterson


/s/ John M. Bailey                                            Director
--------------------------------------------
John M. Bailey

/s/ Digby W. Barrios                                          Director
--------------------------------------------
Digby W. Barrios

/s/ Todd C. Davis                                             Director
--------------------------------------------
Todd C. Davis

/s/ Roberto Rettani                                           Director
--------------------------------------------
Roberto Rettani

/s/ Scott A. Hoffmann                                         Vice President Finance and
--------------------------------------------                  Administration, Secretary
Scott A. Hoffmann                                             and Treasurer

</TABLE>

                                    II-10
<PAGE>   13


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBIT NUMBER               DESCRIPTION
 --------------               -----------
 <S>                          <C>

 4.1                          1993 Stock Option Plan*

 5.1                          Opinion of McDermott, Will & Emery (includes consent)

 23.1                         Consent of Ernst & Young LLP

 23.2                         Consent of McDermott, Will & Emery (included in Exhibit 5.1)

 24                           Power of attorney of directors and officers of the Registrant (included on signature
                              page).

 99.1                         Option Agreement dated August 3, 1998 between the Company and Thomas Armer.

 99.2                         Option Agreement dated September 1, 1998 between the Company and Nahed Mohsen.

 99.3                         Option Agreement dated August 3, 1998 between the Company and Richard Pavkov.
</TABLE>

--------
*    Incorporated by reference to the Company's Annual Report on Form 10-K for
     its fiscal year ended December 31,2000.
[{"type": "S-8", "sequence": "1", "filename": "c62391s-8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 32813}]
{"company-data": {"conformed-name": "SHEFFIELD PHARMACEUTICALS INC", "cik": "0000894158", "assigned-sic": "2834", "irs-number": "133808303", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60820", "film-number": "1631198"}, "business-address": {"street1": "425 WOODSMILL RD", "city": "ST LOUIS", "state": "MO", "zip": "63017", "phone": "3145799899"}, "mail-address": {"street1": "425 WOODSMILL RD", "city": "ST LOUIS", "state": "MO", "zip": "63017"}, "former-company": {"former-conformed-name": "SHEFFIELD MEDICAL TECHNOLOGIES INC", "date-changed": "19940606"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2001

                                                       Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

DELAWARE                                    13-3808303
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)

                     14528 SOUTH OUTER FORTY ROAD, SUITE 205
                            ST. LOUIS, MISSOURI 63017
          (Address of principal executive offices, including zip code)

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

                             1993 STOCK OPTION PLAN
                            (Full title of the Plan)

                                LOREN G. PETERSON
                             CHIEF EXECUTIVE OFFICER
                         SHEFFIELD PHARMACEUTICALS, INC.
                     14528 SOUTH OUTER FORTY ROAD, SUITE 205
                            ST. LOUIS, MISSOURI 63017
                     (Name and address of agent for service)

                                 (314) 579-9899
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
MAXIMUM            MAXIMUM             AMOUNT
      TITLE OF SECURITIES           AMOUNT TO BE         OFFERING PRICE        AGGREGATE              OF
      TO BE REGISTERED              REGISTERED(1)           PER SHARE        OFFERING PRICE    REGISTRATION FEE
      ----------------              -------------        --------------      --------------    ----------------
Common, Stock par value               3,000,000              $3.89 (2)       $11,670,000 (2)       $2,917.50
$0.01 per share                         125,000              $1.75 (3)          $218,750 (3)          $54.69
                                        100,000              $1.75 (3)          $175,000 (3)          $43.75
                                        100,000             $1.438 (3)          $143,800 (3)          $35.95
                                      ---------                              -----------           ---------
                                      3,325,000                              $12,207,550           $3,051.89
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     Registration Statement shall also be deemed to cover any additional shares
     offered under the 1993 Stock Option Plan to reflect share splits, share
     dividends, mergers and other capital changes.

(2)  Pursuant to Rule 457(c) and 457(h) under the Securities Act, the Maximum
     Offering Price Per Share and the Maximum Aggregate Offering Price for
     3,000,000 shares available for purchase under the 1993 Stock Option Plan
     are estimated solely for the purpose of calculating the registration fee,
     and are based upon the average of the high and low prices of the
     registrant's common stock on the American Stock Exchange on May 9, 2001.

(3)  The Maximum Offering Price Per Share and the Maximum Aggregate Offering
     Price are based on the price at which outstanding options may be exercised
     under this Registration Statement, in accordance with Rule 457(h) under the
     Securities Act of 1933, as amended, and are utilized solely for the purpose
     of calculating the registration fee.
2

                                EXPLANATORY NOTE

     This Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended. The purpose of this Registration Statement
is to register 3,000,000 shares of common stock, par value $0.01 per share
("Common Stock") of Sheffield Pharmaceuticals, Inc. which have been reserved for
issuance under the Registrant's 1993 Stock Option Plan and to register 325,000
shares of Common Stock which have been reserved for issuance upon the exercise
of options granted to employees. A total of 1,000,000 shares of Common Stock
reserved under the 1993 Stock Option Plan have been previously registered
pursuant to Registration Statement No. 333-14867 and No. 33-95262.

                                      I-1
3

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Incorporated by reference into this Registration Statement are the
following documents previously filed by Sheffield Pharmaceuticals, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended and the Securities Act of
1934, as amended (the "Exchange Act"):

     (a)  the Company's Annual Report on Form 10-K filed with the Commission on
          March 13, 2001 for the fiscal year ended December 31, 2000;

     (b)  the Company's Current Report on Form 8-K filed with the Commission on
          November 14, 2000; and

     (c)  the description of the Company's Common Stock set forth in its
          Registration Statement on Form 8-B filed on July 6, 1995.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the initial filing of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein 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.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Except as hereinafter set forth, there is no statute, charter provision,
by-law, contract or other arrangement under which any controlling person,
director or officer of the Corporation is insured or indemnified in any manner
against liability which he may incur in his capacity as such.

     Article TENTH of the Corporation's Certificate of Incorporation provides as
follows:

     The Corporation shall, to the fullest extent permitted by ss.145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which

                                     II-1
4

those indemnified may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 5.1 of the By-laws of the Corporation provides as follows:

     (a) The Corporation shall indemnify, subject to the requirements of
subsection (d) of this Section, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner her reasonably believed to be in or not opposed to
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) The Corporation shall indemnify, subject to the requirements of
subsection (d) of this Section, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonable incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interest of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability buy in view of all the circumstances of the case, such person is
fairly and reasonable entitled to indemnity for such expense which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or agent of the
Corporation, or a person serving in any other enterprise at the request of the
Corporation, has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) and (b) of this
Section, or in defense of any claim, issue or matter therein, the Corporation
shall indemnify

                                     II-2
5

him against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Section. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors, or (3) by independent legal
counsel in a written opinion, or (4) by the stockholders.

     (e) Expenses incurred by a directors, officer, employee or agent in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suite or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Section.

     (f) The indemnification and advancement of expenses provided by or granted
pursuant to, the other subsections of this Section shall not limit the
Corporation from providing any other indemnification or advancement of expenses
permitted by law nor shall it be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office.

     (g) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or who is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.

     (h) The indemnification and advancement of expenses provided by, or granted
pursuant to this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (i) For the purposes of this Section, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that any
person who is or was a director, officer, employee or agent f such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other

                                     II-3
6

enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation of its separate existence had
continued.

     (j) This Section 5.1 shall be construed to give the Corporation the
broadest power permissible by the Delaware General Corporation Law, as it now
stands and as heretofore amended.

     Section 145 of the General Corporation Law of the State of Delaware
provides as follows:

     (a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A corporation may indemnify any person who was or is party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonable incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

                                     II-4
7

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil criminal administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director of officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitles under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation"

                                     II-5
8

shall include any service s a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "no opposed to the best interests of the corporation" as referred to in
this section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     The Company has purchased a Directors and Officer Liability Insurance
policy for coverage of up to $5,000,000.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
EXHIBIT NUMBER             DESCRIPTION
          --------------             -----------
4.1                        1993 Stock Option Plan*

          5.1                        Opinion of McDermott, Will & Emery (includes consent)

          23.1                       Consent of Ernst & Young LLP

          23.2                       Consent of McDermott, Will & Emery (included in Exhibit 5.1)

          24                         Power of attorney of directors and officers of the Registrant (included on
                                     signature page).

          99.1                       Option Agreement dated August 3, 1998 between the Company and Thomas Armer.

          99.2                       Option Agreement dated September 1, 1998 between the Company and Nahed Mohsen.
-------------
*    Incorporated by reference to the Company's Annual Report on Form 10-K for
     its fiscal year ended December 31,2000.

                                     II-6
9
99.3                       Option Agreement dated August 3, 1998 between the Company and Richard Pavkov.
ITEM 9. UNDERTAKINGS.

          (a) The undersigned Company 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 of 1933;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (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 the
          Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     (1)(ii) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed by the Company pursuant to Section 13 or Section 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; and

          (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.

          (b) The undersigned Company further 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 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 the 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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director,

                                     II-7
10

officer or controlling person of the Company 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 Company 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II-8
11

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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
County of St. Louis, State of Missouri on May 11, 2001.

                                   Sheffield Pharmaceuticals, Inc.

                                   By:  /s/ Loren G. Peterson
                                        -------------------------------------
                                        Loren G. Peterson
                                        Chief Executive Officer and President

                                     II-9
12

                                POWER OF ATTORNEY

     Each of the undersigned hereby constitutes and appoints Loren G. Peterson,
his or her attorneys-in-fact, each with power of substitution, in his or her
name and in the capacity indicated below, to sign any and all further amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 11, 2001.
NAME AND SIGNATURE                                                     TITLE
------------------                                                     -----
/s/ Thomas M. Fitzgerald                                      Director and Chairman
--------------------------------------------
Thomas M. Fitzgerald

/s/ Loren G. Peterson                                         Chief Executive Officer, President, &
--------------------------------------------                  Director (Principal Executive Officer)
Loren G. Peterson

/s/ John M. Bailey                                            Director
--------------------------------------------
John M. Bailey

/s/ Digby W. Barrios                                          Director
--------------------------------------------
Digby W. Barrios

/s/ Todd C. Davis                                             Director
--------------------------------------------
Todd C. Davis

/s/ Roberto Rettani                                           Director
--------------------------------------------
Roberto Rettani

/s/ Scott A. Hoffmann                                         Vice President Finance and
--------------------------------------------                  Administration, Secretary
Scott A. Hoffmann                                             and Treasurer
II-10
13

                                  EXHIBIT INDEX
EXHIBIT NUMBER               DESCRIPTION
 --------------               -----------
4.1                          1993 Stock Option Plan*

 5.1                          Opinion of McDermott, Will & Emery (includes consent)

 23.1                         Consent of Ernst & Young LLP

 23.2                         Consent of McDermott, Will & Emery (included in Exhibit 5.1)

 24                           Power of attorney of directors and officers of the Registrant (included on signature
                              page).

 99.1                         Option Agreement dated August 3, 1998 between the Company and Thomas Armer.

 99.2                         Option Agreement dated September 1, 1998 between the Company and Nahed Mohsen.

 99.3                         Option Agreement dated August 3, 1998 between the Company and Richard Pavkov.
--------
*    Incorporated by reference to the Company's Annual Report on Form 10-K for
     its fiscal year ended December 31,2000.