<PAGE>

   As filed with the Securities and Exchange Commission on May 22, 1996
                                        Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

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



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

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

             DELAWARE                                     84-0894091
     (State of Incorporation)              (I.R.S. Employer Identification No.)


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

                                   6850 N. Broadway
                               Denver, Colorado  80221

                       (Address of principal executive offices)

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


                                STOCK OPTION AGREEMENT
                              (Full title of the plans)

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

                                   KENNETH R. LYNN
                                   6850 N. BROADWAY
                               DENVER, COLORADO  80221
                                    (303) 650-1200

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


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

                                      COPIES TO:
                                 ANDREA VACHSS, ESQ.
                       COOLEY GODWARD CASTRO HUDDLESON & TATUM
                                FIVE PALO ALTO SQUARE
                                 3000 EL CAMINO REAL
                                 PALO ALTO, CA  94306
                                    (415) 843-5000

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

                                                                   Page 1 of ___

                                                       Exhibit Index at Page ___

<PAGE>

<TABLE>
<CAPTION>

                                             CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
                                                      PROPOSED MAXIMUM           PROPOSED MAXIMUM
  TITLE OF SECURITIES           AMOUNT TO BE         OFFERING PRICE PER         AGGREGATE OFFERING            AMOUNT OF
    TO BE REGISTERED             REGISTERED               SHARE (1)                  PRICE (1)            REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                        <C>                       <C>
Stock Option and Common Stock
 (par value $.001)                20,000                   $1.00                     $20,000                   $100.00
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h).
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                         ii.

<PAGE>

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Cortech, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

     (a)    The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

     (b)    All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

     (c)    The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

     All reports and other documents subsequently filed by the Company 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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.


                              DESCRIPTION OF SECURITIES

     Not applicable.


                        INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Certificate of Incorporation and Bylaws provide, among other
things, that the Company will indemnify each officer or director, under the
circumstances and to the extent provided for therein, for expenses, damages,
judgments, fines and settlements he may be required to pay in actions or
proceedings to which he is or may be made a party by reason of his position as a
director, officer of other agent of the Company, and otherwise to the full
extent permitted under Delaware law.


                         EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


                                          1.

<PAGE>

                                       EXHIBITS


EXHIBIT
NUMBER

5           Opinion of Cooley Godward Castro Huddleson & Tatum

23.1        Consent of Arthur Andersen LLP

23.2        Consent of Cooley Godward Castro Huddleson & Tatum is contained in
            Exhibit 5 to this Registration Statement

24          Power of Attorney is contained on the signature pages.

99.1        Stock Option Agreement


                                     UNDERTAKINGS

     1.     The undersigned registrant hereby undertakes:

            (a)     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;

                   (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) (Section 230.424(b)
of this chapter) 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)(i) and (a)(ii) 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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

            (b)     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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c)     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.


                                          2.

<PAGE>

     2.     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in 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 registrant 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 and will be governed by the final adjudication of such issue.



                                          3.

<PAGE>

                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on May 20, 1996.


                                   CORTECH, INC.



                                   By:  \s\ Kenneth R. Lynn
                                        ----------------------------------------
                                        Kenneth R. Lynn
                                        President and Chief Executive
                                        Officer





                                  POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph L. Turner and Kenneth R. Lynn, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, 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 and necessary to be done in connection therewith,
as fully to all intents and purposes as he 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 substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.


                                          4.

<PAGE>

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


SIGNATURE                          TITLE                          DATE



     /s/ Kenneth R. Lynn           President, Chief Executive     May 20,1996
- --------------------------------   Officer and Director
     Kenneth R. Lynn               (Principal Executive Officer)



     /s/ Joseph L. Turner          Vice President, Finance and,   May 20,1996
- --------------------------------   Administration (Principal
     Joseph L. Turner              Accounting Officer)



     /s/ Bert Fingerhut            Chairman of the Board of       May 20,1996
- --------------------------------   Directors
     Bert Fingerhut



     /s/ Paul Jerde                Director                       May 20,1996
- --------------------------------
     Paul Jerde



     /s/ Donald Kennedy            Director                       May 20,1996
- --------------------------------
     Donald Kennedy



     /s/ Allen Misher              Director                       May 20,1996
- --------------------------------
     Allen Misher


                                          5.

<PAGE>

                                    EXHIBIT INDEX



EXHIBIT                                                              SEQUENTIAL
NUMBER                               DESCRIPTION                     PAGE NUMBER

 5          Opinion of Cooley Godward Castro Huddleson & Tatum
23.1        Consent of Arthur Andersen LLP
23.2        Consent of Cooley Godward Castro Huddleson & Tatum is
            contained in Exhibit 5 to this Registration Statement
24          Power of Attorney is contained on the signature pages.
99.1        Stock Option Agreement


                                          6.
[{"type": "S-8", "sequence": "1", "description": "CORTECH S-8", "secsgml_size_bytes": 15554}]
{"company-data": {"conformed-name": "CORTECH INC", "cik": "0000728478", "assigned-sic": "2834", "irs-number": "840894091", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04317", "film-number": "96571213"}, "business-address": {"street1": "6850 NORTH BROADWAY", "street2": "SUITE G", "city": "DENVER", "state": "CO", "zip": "80221", "phone": "3036501200"}}
As filed with the Securities and Exchange Commission on May 22, 1996
                                        Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

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

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

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

             DELAWARE                                     84-0894091
     (State of Incorporation)              (I.R.S. Employer Identification No.)

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

                                   6850 N. Broadway
                               Denver, Colorado  80221

                       (Address of principal executive offices)

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

                                STOCK OPTION AGREEMENT
                              (Full title of the plans)

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

                                   KENNETH R. LYNN
                                   6850 N. BROADWAY
                               DENVER, COLORADO  80221
                                    (303) 650-1200

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

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

                                      COPIES TO:
                                 ANDREA VACHSS, ESQ.
                       COOLEY GODWARD CASTRO HUDDLESON & TATUM
                                FIVE PALO ALTO SQUARE
                                 3000 EL CAMINO REAL
                                 PALO ALTO, CA  94306
                                    (415) 843-5000

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

                                                                   Page 1 of ___

                                                       Exhibit Index at Page ___
CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
                                                      PROPOSED MAXIMUM           PROPOSED MAXIMUM
  TITLE OF SECURITIES           AMOUNT TO BE         OFFERING PRICE PER         AGGREGATE OFFERING            AMOUNT OF
    TO BE REGISTERED             REGISTERED               SHARE (1)                  PRICE (1)            REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Stock Option and Common Stock
 (par value $.001)                20,000                   $1.00                     $20,000                   $100.00
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h).
- --------------------------------------------------------------------------------------------------------------------------
ii.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Cortech, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

     (a)    The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

     (b)    All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

     (c)    The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

     All reports and other documents subsequently filed by the Company 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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                              DESCRIPTION OF SECURITIES

     Not applicable.

                        INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Certificate of Incorporation and Bylaws provide, among other
things, that the Company will indemnify each officer or director, under the
circumstances and to the extent provided for therein, for expenses, damages,
judgments, fines and settlements he may be required to pay in actions or
proceedings to which he is or may be made a party by reason of his position as a
director, officer of other agent of the Company, and otherwise to the full
extent permitted under Delaware law.

                         EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                          1.
EXHIBITS

EXHIBIT
NUMBER

5           Opinion of Cooley Godward Castro Huddleson & Tatum

23.1        Consent of Arthur Andersen LLP

23.2        Consent of Cooley Godward Castro Huddleson & Tatum is contained in
            Exhibit 5 to this Registration Statement

24          Power of Attorney is contained on the signature pages.

99.1        Stock Option Agreement

                                     UNDERTAKINGS

     1.     The undersigned registrant hereby undertakes:

            (a)     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;

                   (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) (Section 230.424(b)
of this chapter) 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)(i) and (a)(ii) 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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

            (b)     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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c)     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.

                                          2.
2.     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in 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 registrant 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 and will be governed by the final adjudication of such issue.

                                          3.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on May 20, 1996.

                                   CORTECH, INC.

                                   By:  \s\ Kenneth R. Lynn
                                        ----------------------------------------
                                        Kenneth R. Lynn
                                        President and Chief Executive
                                        Officer

                                  POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph L. Turner and Kenneth R. Lynn, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, 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 and necessary to be done in connection therewith,
as fully to all intents and purposes as he 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 substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

                                          4.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                          TITLE                          DATE

     /s/ Kenneth R. Lynn           President, Chief Executive     May 20,1996
- --------------------------------   Officer and Director
     Kenneth R. Lynn               (Principal Executive Officer)

     /s/ Joseph L. Turner          Vice President, Finance and,   May 20,1996
- --------------------------------   Administration (Principal
     Joseph L. Turner              Accounting Officer)

     /s/ Bert Fingerhut            Chairman of the Board of       May 20,1996
- --------------------------------   Directors
     Bert Fingerhut

     /s/ Paul Jerde                Director                       May 20,1996
- --------------------------------
     Paul Jerde

     /s/ Donald Kennedy            Director                       May 20,1996
- --------------------------------
     Donald Kennedy

     /s/ Allen Misher              Director                       May 20,1996
- --------------------------------
     Allen Misher

                                          5.
EXHIBIT INDEX

EXHIBIT                                                              SEQUENTIAL
NUMBER                               DESCRIPTION                     PAGE NUMBER

 5          Opinion of Cooley Godward Castro Huddleson & Tatum
23.1        Consent of Arthur Andersen LLP
23.2        Consent of Cooley Godward Castro Huddleson & Tatum is
            contained in Exhibit 5 to this Registration Statement
24          Power of Attorney is contained on the signature pages.
99.1        Stock Option Agreement

                                          6.