<PAGE>

      As filed with the Securities and Exchange Commission on JUNE 14, 2002

                                                 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)

<TABLE>
<S>                                                         <C>
           DELAWARE                                           04-3005815
 (STATE OR OTHER JURISDICTION                               (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)
</TABLE>

                                129 MORGAN DRIVE
                          NORWOOD, MASSACHUSETTS 02062
                                 (781) 551-9450
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

         APOGEE TECHNOLOGY, INC. 1997 EMPLOYEE, DIRECTOR AND CONSULTANT
                               STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                HERBERT M. STEIN
                     PRESIDENT AND 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)

                                   COPIES TO:
                              MEGAN N. GATES, ESQ.
               MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
                              ONE FINANCIAL CENTER
                           BOSTON, MASSACHUSETTS 02111
                                 (617) 542-6000

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

<TABLE>
<CAPTION>
                                                       CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                   Proposed              Proposed
          Title of                    Amount to be                  maximum              maximum
 securities to be registered         registered (1)             offering price           aggregate                  Amount of
                                                                 per share (3)         offering price (3)       registration fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>                      <C>                     <C>
                                             8,600             $ 12.45 (4)              $   107,070             $   9.85
Common Stock, $.01 par value               491,400             $ 11.50                  $ 5,651,100             $ 519.90
                                           -------                                      -----------             --------
                                           500,000(2)                                   $ 5,758,170             $ 529.75

==================================================================================================================================
</TABLE>

(1)  The number of shares of Common Stock, $.01 par value per share ("Common
     Stock") stated above consists of the aggregate number of additional shares
     not previously registered which may be sold upon the exercise of options
     which have been granted and/or may hereafter be granted under the Apogee
     Technology, Inc. 1997 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)  The Plan was adopted by the Company in 1997 and was amended most recently
     on May 10, 2002. 1,050,000 shares of the Registrant's Common Stock were
     originally reserved for issuance under the Plan. The Registrant previously
     registered 974,900 of these Shares on Form S-8 (Registration File No.
     333-61486) filed with the Securities and Exchange Commission (the
     "Commission") on May 23, 2001. On May
<PAGE>

     10, 2002, the Plan was amended to reserve an additional 500,000 shares of
     Common Stock for issuance thereunder. Accordingly, a total of 1,550,000
     shares of Common Stock have been reserved for issuance under the Plan.
     Options to purchase 1,058,600 shares of Common Stock have been granted and
     are outstanding under the Plan; and 491,400 shares of Common Stock remain
     available for grant under the Plan.

(3)  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 Nasdaq SmallCap Market as of a
     date (June 10, 2002) within 5 business days prior to filing this
     Registration Statement.

(4)  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
     price for the outstanding option is $12.45 per share.

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

<PAGE>

                                EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E of Form
S-8 in order to register additional securities of the same class as other
securities for which a registration statement relating to the Plan is effective.

         On May 23, 2001, the Registrant filed a registration statement on Form
S-8 (Commission File Number 333- 61486) to register an aggregate of 974,900
shares of Common Stock reserved for issuance under the Plan. The filing of this
Registration Statement increases the number of shares registered for issuance
under the Plan by 500,000 shares. The contents of the previously filed
registration statement relating to the Plan are incorporated by reference
herein, except for the items that are set forth below. Pursuant to Instruction
E, this Registration Statement contains such information required by Form S-8
that is not otherwise included in the previous registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF 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, 2001,
as amended (File No. 000-30656).

         (2) The Registrant's Form 10-QSB for the three-month period ended March
31, 2002 (File No. 000-30656).

         (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.
-----------------------------------------------

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
--------------------------------------------------

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------

         Not applicable.

ITEM 8.  EXHIBITS.
-----------------

         The following exhibits are filed herewith or incorporated herein by
reference:

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

<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).

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

         (99.1) Apogee Technology, Inc. 1997 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;

                       (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

<PAGE>

         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.

(c)      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 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.

<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 June 12, 2002.

                                      APOGEE TECHNOLOGY, INC.

                                      By: /s/ Herbert M. Stein
                                          --------------------
                                          Herbert M. Stein
                                          President and 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.

<TABLE>
<CAPTION>
              SIGNATURES                                         TITLE                                  DATE
<S>                                                <C>                                             <C>
/s/  Herbert M. Stein                              President and Chief Executive Officer           June 12, 2002
--------------------------------------             Chairman of the Board of Directors
Herbert M. Stein

/s/ David Spiegel                                  Secretary and Treasurer and Director            June 12, 2002
--------------------------------------             (principal financial and accounting officer)
David Spiegel

/s/  Dr. Anton Schrafl                             Director                                        June 12, 2002
--------------------------------------
Dr. Anton Schrafl

/s/  Sheryl Stein                                  Director                                        June 12, 2002
--------------------------------------
Sheryl Stein

/s/ Alan W. Tuck                                   Director                                        June 12, 2002
--------------------------------------
Alan W. Tuck
</TABLE>

<PAGE>

                             APOGEE TECHNOLOGY, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
EXHIBIT
NUMBER        DESCRIPTION
<S>           <C>
   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).

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

  99.1        Apogee Technology, Inc. 1997 Employee, Director and Consultant Stock
              Option Plan, as amended.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2082325zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20198}]
{"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": "333-90558", "film-number": "02679742"}, "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 JUNE 14, 2002

                                                 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)

         APOGEE TECHNOLOGY, INC. 1997 EMPLOYEE, DIRECTOR AND CONSULTANT
                               STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                HERBERT M. STEIN
                     PRESIDENT AND 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)

                                   COPIES TO:
                              MEGAN N. GATES, ESQ.
               MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
                              ONE FINANCIAL CENTER
                           BOSTON, MASSACHUSETTS 02111
                                 (617) 542-6000

                            ------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                   Proposed              Proposed
          Title of                    Amount to be                  maximum              maximum
 securities to be registered         registered (1)             offering price           aggregate                  Amount of
                                                                 per share (3)         offering price (3)       registration fee
----------------------------------------------------------------------------------------------------------------------------------
8,600             $ 12.45 (4)              $   107,070             $   9.85
Common Stock, $.01 par value               491,400             $ 11.50                  $ 5,651,100             $ 519.90
                                           -------                                      -----------             --------
                                           500,000(2)                                   $ 5,758,170             $ 529.75

==================================================================================================================================
(1)  The number of shares of Common Stock, $.01 par value per share ("Common
     Stock") stated above consists of the aggregate number of additional shares
     not previously registered which may be sold upon the exercise of options
     which have been granted and/or may hereafter be granted under the Apogee
     Technology, Inc. 1997 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)  The Plan was adopted by the Company in 1997 and was amended most recently
     on May 10, 2002. 1,050,000 shares of the Registrant's Common Stock were
     originally reserved for issuance under the Plan. The Registrant previously
     registered 974,900 of these Shares on Form S-8 (Registration File No.
     333-61486) filed with the Securities and Exchange Commission (the
     "Commission") on May 23, 2001. On May
10, 2002, the Plan was amended to reserve an additional 500,000 shares of
     Common Stock for issuance thereunder. Accordingly, a total of 1,550,000
     shares of Common Stock have been reserved for issuance under the Plan.
     Options to purchase 1,058,600 shares of Common Stock have been granted and
     are outstanding under the Plan; and 491,400 shares of Common Stock remain
     available for grant under the Plan.

(3)  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 Nasdaq SmallCap Market as of a
     date (June 10, 2002) within 5 business days prior to filing this
     Registration Statement.

(4)  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
     price for the outstanding option is $12.45 per share.

===============================================================================
EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E of Form
S-8 in order to register additional securities of the same class as other
securities for which a registration statement relating to the Plan is effective.

         On May 23, 2001, the Registrant filed a registration statement on Form
S-8 (Commission File Number 333- 61486) to register an aggregate of 974,900
shares of Common Stock reserved for issuance under the Plan. The filing of this
Registration Statement increases the number of shares registered for issuance
under the Plan by 500,000 shares. The contents of the previously filed
registration statement relating to the Plan are incorporated by reference
herein, except for the items that are set forth below. Pursuant to Instruction
E, this Registration Statement contains such information required by Form S-8
that is not otherwise included in the previous registration statement.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF 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, 2001,
as amended (File No. 000-30656).

         (2) The Registrant's Form 10-QSB for the three-month period ended March
31, 2002 (File No. 000-30656).

         (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.
-----------------------------------------------

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
--------------------------------------------------

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------

         Not applicable.

ITEM 8.  EXHIBITS.
-----------------

         The following exhibits are filed herewith or incorporated herein by
reference:

         (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).

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

         (99.1) Apogee Technology, Inc. 1997 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;

                       (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.

(c)      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 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.
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 June 12, 2002.

                                      APOGEE TECHNOLOGY, INC.

                                      By: /s/ Herbert M. Stein
                                          --------------------
                                          Herbert M. Stein
                                          President and 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                              President and Chief Executive Officer           June 12, 2002
--------------------------------------             Chairman of the Board of Directors
Herbert M. Stein

/s/ David Spiegel                                  Secretary and Treasurer and Director            June 12, 2002
--------------------------------------             (principal financial and accounting officer)
David Spiegel

/s/  Dr. Anton Schrafl                             Director                                        June 12, 2002
--------------------------------------
Dr. Anton Schrafl

/s/  Sheryl Stein                                  Director                                        June 12, 2002
--------------------------------------
Sheryl Stein

/s/ Alan W. Tuck                                   Director                                        June 12, 2002
--------------------------------------
Alan W. Tuck
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).

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

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