<PAGE>


     As filed with the Securities and Exchange Commission on May 23, 2001

                                                           REGISTRATION NO. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   under the
                            SECURITIES ACT OF 1933

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

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

           DELAWARE                                               04-3005815
 (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                               129 Morgan Drive
                         Norwood, Massachusetts 02062
                                (781) 551-9450
                   (Address of Principal Executive Offices)

1997 APOGEE TECHNOLOGY, INC. EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                           (Full title of the plan)

                               Herbert M. Stein
                            Chief Executive Officer
                            Apogee Technology, Inc.
                               129 Morgan Drive
                         Norwood, Massachusetts 02062
                                (781) 551-9450
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

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


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================
                                                       Proposed           Proposed
             Title of                Amount to be       Maximum           Maximum           Amount of
   securities to be registered      registered (1)  Offering price       Aggregate       registration fee
                                                     per share (2)   Offering price (2)
----------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>             <C>                      <C>
Common Stock, $.01 par value per
share                                  584,900       $      (3)      $    3,559,250           $     889.82
                                       390,000       $  17.075       $    6,659,250           $   1,664.82
                                       -------                                                -------------
                                       974,900                                                $   2,554.64
==========================================================================================================
</TABLE>

(1) The number of shares of Common Stock, $.01 par value per share ("Common
    Stock") stated above consists of the aggregate number of shares of Common
    Stock which may be sold upon the exercise of options which have been granted
    and/or may hereafter be granted under the 1997 Apogee Technology, Inc.
    Employee, Director and Consultant Stock Option Plan, as amended (the
    "Plan").  The maximum number of shares of Common Stock that may be sold upon
    the exercise of such options granted under the Plan is subject to adjustment
    in accordance with certain anti-dilution and other provisions of the Plan.
    Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
    amended (the "Securities Act"), this Registration Statement covers, in
    addition to the number of shares of Common Stock stated above, an
    indeterminate number of shares of Common Stock which may be subject to grant
    or otherwise issuable after the operation of any such anti-dilution and
    other provisions.

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act as follows: (i) in the case of shares of Common Stock which
    may be purchased upon exercise of outstanding options, the fee is calculated
    on the basis of the price at which the options may be exercised; and (ii) in
    the case of shares of Common Stock for which options have not yet been
    granted and the option price of which is therefore unknown, the fee is
    calculated on the basis of the average of the high and low sale prices per
    share of the Common Stock on the Over the Counter Bulletin Board of the
    National Association of Securities Dealers Automated Quotation System
    (NASDAQ) as of a date (May 18, 2001) within 5 business days prior to filing
    this Registration Statement.

(3) Estimated solely for purposes of calculating the registration fee, and based
    upon the fixed exercise prices of outstanding options in accordance with
    Rule 457(h) under the Securities Act of 1933, as amended. Exercise prices
    for the outstanding options range from $0.50 per share to $15.25 per share.

================================================================================
<PAGE>

                                EXPLANATORY NOTE
                                ----------------


     In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.

                                      -2-
<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
--------------------------------------------------------

     The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

     (1) The Registrant's Form 10-KSB for the year ended December 31, 2000 (File
No. 000-30656) filed with the Commission on March 30, 2001.

     (2) The Registrant's Form 10-QSB for the three-month period ended March 31,
2001 (File No. 000-30656) filed with the Commission on May 15, 2001.

     (3) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 10-SB (File No. 000-17053) filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.

     All reports and other documents filed by the Registrant after the date
hereof 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 herein
and to be part hereof from the date of filing of such reports and documents.

Item 4.  Description of Securities.
----------------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

     The validity of the issuance of the Common Stock registered under this
Registration Statement has been passed upon for the Registrant by Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. has options to purchase up to an
aggregate of approximately 20,000 shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

     Incorporated herein by reference from the Registrant's Registration
Statement on Form 10-SB, as amended, No. 000-17053.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

     Not applicable.

Item 8.  Exhibits.
-----------------

     (5)    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as
            to the legality of shares being registered.

                                      II-1
<PAGE>

     (23.1)  Consent of Yohalem Gillman & Company LLP

     (23.2)  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in opinion of counsel filed as Exhibit 5).

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

     (99.1)  1997 Apogee Technology, Inc. Employee, Director and Consultant
             Stock Option Plan, as amended.

Item 9.  Undertakings.
---------------------

(a)  The undersigned Registrant hereby undertakes:

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

               (i)       To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

               (ii)      To reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the Registration Statement. Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement;

               (iii)     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;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-2
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Norwood, Massachusetts on May 23, 2001.

                                    APOGEE TECHNOLOGY, INC.


                                    By:  /s/ Herbert M. Stein
                                       ---------------------------
                                       Herbert M. Stein
                                       Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints David
Spiegel and Herbert M. Stein, and each of them singly, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of Apogee Technology,
Inc., and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
or about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them or their or his or her substitute or
substitutes may lawfully 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.

           Signatures                Title                             Date
           ----------                -----                             ----

/s/ Herbert M. Stein         Chief Executive Officer                May 23, 2001
-------------------------    Chairman of the Board of Directors
Herbert M. Stein


/s/ David Spiegel            Treasurer and Director (principal      May 23, 2001
-------------------------    financial and accounting officer)
David Spiegel


/s/ Dr. Anton Schrafl        Director                               May 23, 2001
-------------------------
Dr. Anton Schrafl

/s/ Sheryl Stein             Director                               May 23, 2001
-------------------------
Sheryl Stein

/s/ Joel N. Levy             Director                               May 23, 2001
-------------------------
Joel N. Levy

                                      II-3
<PAGE>

                            APOGEE TECHNOLOGY, INC.


                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT



Exhibit
Number       Description
------       -----------

(5)          Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as
             to the legality of shares being registered.

(23.1)       Consent of Yohalem Gillman & Company LLP.

(23.2)       Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
             (included in opinion of counsel filed as Exhibit 5).

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

(99.1)       1997 Apogee Technology, Inc. Employee, Director and Consultant
             Stock Plan, as amended.

                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15903}]
{"company-data": {"conformed-name": "APOGEE TECHNOLOGY INC", "cik": "0000823876", "assigned-sic": "3651", "irs-number": "043005815", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61486", "film-number": "1646703"}, "business-address": {"street1": "129 MORGAN DRIVE", "city": "NORWOOD", "state": "MA", "zip": "02062", "phone": "7815519450"}, "mail-address": {"street1": "129 MORGAN DRIVE", "city": "NORWOOD", "state": "MA", "zip": "02062"}}
As filed with the Securities and Exchange Commission on May 23, 2001

                                                           REGISTRATION NO. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   under the
                            SECURITIES ACT OF 1933

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

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

           DELAWARE                                               04-3005815
 (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                               129 Morgan Drive
                         Norwood, Massachusetts 02062
                                (781) 551-9450
                   (Address of Principal Executive Offices)

1997 APOGEE TECHNOLOGY, INC. EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
                           (Full title of the plan)

                               Herbert M. Stein
                            Chief Executive Officer
                            Apogee Technology, Inc.
                               129 Morgan Drive
                         Norwood, Massachusetts 02062
                                (781) 551-9450
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                       Proposed           Proposed
             Title of                Amount to be       Maximum           Maximum           Amount of
   securities to be registered      registered (1)  Offering price       Aggregate       registration fee
                                                     per share (2)   Offering price (2)
----------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per
share                                  584,900       $      (3)      $    3,559,250           $     889.82
                                       390,000       $  17.075       $    6,659,250           $   1,664.82
                                       -------                                                -------------
                                       974,900                                                $   2,554.64
==========================================================================================================
(1) The number of shares of Common Stock, $.01 par value per share ("Common
    Stock") stated above consists of the aggregate number of shares of Common
    Stock which may be sold upon the exercise of options which have been granted
    and/or may hereafter be granted under the 1997 Apogee Technology, Inc.
    Employee, Director and Consultant Stock Option Plan, as amended (the
    "Plan").  The maximum number of shares of Common Stock that may be sold upon
    the exercise of such options granted under the Plan is subject to adjustment
    in accordance with certain anti-dilution and other provisions of the Plan.
    Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
    amended (the "Securities Act"), this Registration Statement covers, in
    addition to the number of shares of Common Stock stated above, an
    indeterminate number of shares of Common Stock which may be subject to grant
    or otherwise issuable after the operation of any such anti-dilution and
    other provisions.

(2) This calculation is made solely for the purpose of determining the
    registration fee pursuant to the provisions of Rule 457(h) under the
    Securities Act as follows: (i) in the case of shares of Common Stock which
    may be purchased upon exercise of outstanding options, the fee is calculated
    on the basis of the price at which the options may be exercised; and (ii) in
    the case of shares of Common Stock for which options have not yet been
    granted and the option price of which is therefore unknown, the fee is
    calculated on the basis of the average of the high and low sale prices per
    share of the Common Stock on the Over the Counter Bulletin Board of the
    National Association of Securities Dealers Automated Quotation System
    (NASDAQ) as of a date (May 18, 2001) within 5 business days prior to filing
    this Registration Statement.

(3) Estimated solely for purposes of calculating the registration fee, and based
    upon the fixed exercise prices of outstanding options in accordance with
    Rule 457(h) under the Securities Act of 1933, as amended. Exercise prices
    for the outstanding options range from $0.50 per share to $15.25 per share.

================================================================================
EXPLANATORY NOTE
                                ----------------

     In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.

                                      -2-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
--------------------------------------------------------

     The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

     (1) The Registrant's Form 10-KSB for the year ended December 31, 2000 (File
No. 000-30656) filed with the Commission on March 30, 2001.

     (2) The Registrant's Form 10-QSB for the three-month period ended March 31,
2001 (File No. 000-30656) filed with the Commission on May 15, 2001.

     (3) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 10-SB (File No. 000-17053) filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.

     All reports and other documents filed by the Registrant after the date
hereof 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 herein
and to be part hereof from the date of filing of such reports and documents.

Item 4.  Description of Securities.
----------------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

     The validity of the issuance of the Common Stock registered under this
Registration Statement has been passed upon for the Registrant by Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. has options to purchase up to an
aggregate of approximately 20,000 shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

     Incorporated herein by reference from the Registrant's Registration
Statement on Form 10-SB, as amended, No. 000-17053.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

     Not applicable.

Item 8.  Exhibits.
-----------------

     (5)    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as
            to the legality of shares being registered.

                                      II-1
(23.1)  Consent of Yohalem Gillman & Company LLP

     (23.2)  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in opinion of counsel filed as Exhibit 5).

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

     (99.1)  1997 Apogee Technology, Inc. Employee, Director and Consultant
             Stock Option Plan, as amended.

Item 9.  Undertakings.
---------------------

(a)  The undersigned Registrant hereby undertakes:

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

               (i)       To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

               (ii)      To reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the Registration Statement. Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement;

               (iii)     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;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-2
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Norwood, Massachusetts on May 23, 2001.

                                    APOGEE TECHNOLOGY, INC.

                                    By:  /s/ Herbert M. Stein
                                       ---------------------------
                                       Herbert M. Stein
                                       Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints David
Spiegel and Herbert M. Stein, and each of them singly, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 of Apogee Technology,
Inc., and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
or about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them or their or his or her substitute or
substitutes may lawfully 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.

           Signatures                Title                             Date
           ----------                -----                             ----

/s/ Herbert M. Stein         Chief Executive Officer                May 23, 2001
-------------------------    Chairman of the Board of Directors
Herbert M. Stein

/s/ David Spiegel            Treasurer and Director (principal      May 23, 2001
-------------------------    financial and accounting officer)
David Spiegel

/s/ Dr. Anton Schrafl        Director                               May 23, 2001
-------------------------
Dr. Anton Schrafl

/s/ Sheryl Stein             Director                               May 23, 2001
-------------------------
Sheryl Stein

/s/ Joel N. Levy             Director                               May 23, 2001
-------------------------
Joel N. Levy

                                      II-3
APOGEE TECHNOLOGY, INC.

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

Exhibit
Number       Description
------       -----------

(5)          Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as
             to the legality of shares being registered.

(23.1)       Consent of Yohalem Gillman & Company LLP.

(23.2)       Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
             (included in opinion of counsel filed as Exhibit 5).

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

(99.1)       1997 Apogee Technology, Inc. Employee, Director and Consultant
             Stock Plan, as amended.

                                      II-4