<PAGE>

      As filed with the Securities and Exchange Commission on May 5, 2000

                                                      REGISTRATION NO. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

                            PARADIGM GENETICS, INC.
                    (Exact name of Registrant as specified
                                in its charter)

            DELAWARE                                  56-2047837
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                 Identification No.)

                              104 ALEXANDER DRIVE
                 RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709
                                (919) 425-3000
                   (Address of Principal Executive Offices)

           PARADIGM GENETICS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                          (Full titles of the plans)

                             JOHN A. RYALS, PH.D.
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            PARADIGM GENETICS, INC.
                              104 ALEXANDER DRIVE
                 RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709
                                (919) 425-3000
   (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        offering price      aggregate     registration fee
                                                             per share     offering price
<S>                                   <C>                 <C>              <C>              <C>
Common Stock, $.01 par value          500,000 shares (1)      $8.00 (2)      $4,000,000 (2)      $1,056
============================================================================================================
</TABLE>

(1) The number of shares of common stock, par value $.01 per share ("Common
    Stock") consists of the aggregate number of shares which may be purchased
    under the Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (the
    "Plan").  The maximum number of shares that may be purchased  pursuant to
    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 stated
    above, an indeterminate number of shares which may be subject to grant or
    otherwise issuable after the operation of any such anti-dilution and other
    provisions.

(2) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) under the Securities Act.

===============================================================================
<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.
<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 latest annual report filed pursuant to Section 13 (a)
or 15 (d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.

     (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.

     (3) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-30365) filed under the Securities
Exchange Act of 1934, 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 Securities
Exchange Act of 1934 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. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

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 Registration Statement on Form S-1,
No. 333-30758.

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

     Not applicable.

                                      II-1
<PAGE>

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

     (3.1.1) Certificate of Incorporation of the Registrant - Delaware (Filed
             as Exhibit 3.1.1 to Registration Statement on Form S-1, as amended,
             No. 333-30758, and incorporated herein by reference).

     (3.1.2) Certificate of Amendment of the Certificate of Incorporation of
             the Registrant - Delaware (Filed as Exhibit 3.1.2 to Registration
             Statement on Form S-1, as amended, No. 333-30758, and incorporated
             herein by reference).

     (3.1.3) Certificate of Retirement and Elimination of Series A Preferred
             Stock, Series B Preferred Stock and Series C Preferred Stock of the
             Registrant - Delaware - to be filed upon the completion of the
             offering (the "IPO") contemplated by the Registrant's Registration
             Statement on Form S-1, No. 333-30758 (Filed as Exhibit 3.1.3 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

     (3.2)   Restated Certificate of Incorporation of the Registrant -Delaware -
             to be filed upon completion of the IPO (Filed as Exhibit 3.2 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

     (3.3.1) By-laws of the Registrant - Delaware (Filed as Exhibit 3.3.1 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

     (3.4)   Amended and Restated By-laws of the Registrant - Delaware - to be
             effective upon completion of the IPO (Filed as Exhibit 3.4 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

     (4.1)   Form of Common Stock Certificate (Filed as Exhibit 4.1 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in opinion of counsel filed as Exhibit 5).

     (23.2)  Consent of PricewaterhouseCoopers  LLP.

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

     (99.1)  Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (Filed
             as Exhibit 10.49 to Registration Statement on Form S-1, as amended,
             No. 333-30758, and incorporated herein by reference).

                                      II-2
<PAGE>

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, represents 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
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or

                                      II-3
<PAGE>

     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 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 Act and will be governed by the final
     adjudication of such issue.

                                      II-4
<PAGE>

                                 SIGNATURES

     The Registrant.  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 Research Triangle Park, North Carolina on May 5, 2000.


                                    PARADIGM GENETICS, INC.



                                    By   /s/ John A. Ryals
                                         -------------------------------------
                                         John A. Ryals
                                         Chief Executive Officer and President


     Each person whose signature appears below constitutes and appoints John A.
Ryals and Ian A. W. Howes, and each of them, 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 Paradigm Genetics, 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 full 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/ John A. Ryals             Chief Executive Officer, President           May 5, 2000
----------------------        and Director
John A. Ryals                 (Principal executive officer)

/s/ Ian A.W. Howes            Vice President of Finance and                May 5, 2000
----------------------        Chief Financial Officer (Principal
Ian A. W. Howes               financial and accounting officer)

/s/ G. Steven Burrill         Director                                     May 5, 2000
----------------------
G. Steven Burrill

/s/ Dennis Dougherty          Director                                     May 5, 2000
----------------------
Dennis Dougherty

/s/ Terrance McGuire          Director                                     May 5, 2000
----------------------
Terrance McGuire

</TABLE>

                                      II-5
<PAGE>

<TABLE>
<S>                           <C>                                  <C>

/s/ Michael Summers           Director                                     May 5, 2000
----------------------
Michael Summers

/s/ Robert Goodman            Director                                     May 5, 2000
----------------------
Robert Goodman

/s/ Henri Zinsli              Director                                     May 5, 2000
----------------------
Henri Zinsli

</TABLE>

                                      II-6
<PAGE>

                            PARADIGM GENETICS, INC.

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT



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

    (3.1.1)  Certificate of Incorporation of the Registrant - Delaware (Filed as
             Exhibit 3.1.1 to Registration Statement on Form S-1, as amended,
             No. 333-30758, and incorporated herein by reference).

    (3.1.2)  Certificate of Amendment of the Certificate of Incorporation of the
             Registrant - Delaware (Filed as Exhibit 3.1.2 to Registration
             Statement on Form S-1, as amended, No. 333-30758, and incorporated
             herein by reference).

    (3.1.3)  Certificate of Retirement and Elimination of Series A Preferred
             Stock, Series B Preferred Stock and Series C Preferred Stock of the
             Registrant - Delaware - to be filed upon the completion of the
             offering (the "IPO") contemplated by the Registrant's Registration
             Statement on Form S-1, No. 333-30758 (Filed as Exhibit 3.1.3 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

      (3.2)  Restated Certificate of Incorporation of the Registrant - Delaware
             - to be filed upon completion of the IPO (Filed as Exhibit 3.2 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

    (3.3.1)  By-laws of the Registrant - Delaware (Filed as Exhibit 3.3.1 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

      (3.4)  Amended and Restated By-laws of the Registrant - Delaware - to be
             effective upon completion of the IPO (Filed as Exhibit 3.4 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

      (4.1)  Form of Common Stock Certificate (Filed as Exhibit 4.1 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in opinion of counsel filed as Exhibit 5).
<PAGE>

     (23.2)  Consent of PricewaterhouseCoopers LLP.

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

     (99.1)  Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (Filed as
             Exhibit 10.49 to Registration Statement on Form S-1, as amended,
             No. 333-30758, and incorporated herein by reference).


TRADOCS:1317529.1(S8M101!.DOC)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20819}]
{"company-data": {"conformed-name": "PARADIGM GENETICS INC", "cik": "0001057217", "assigned-sic": "8731", "irs-number": "542047837"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36392", "film-number": "620672"}, "business-address": {"street1": "104 ALEXANDER DRIVE", "street2": "ADMINISTIVE BLDG #6", "city": "RESEARCH TRIANGLE PA", "state": "NC", "zip": "27709", "phone": "9195445578"}, "mail-address": {"street1": "104 ALEXANDER DR.", "city": "RESEARCH TRIANGLE PA", "state": "NC", "zip": "27709"}}
As filed with the Securities and Exchange Commission on May 5, 2000

                                                      REGISTRATION NO. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

                            PARADIGM GENETICS, INC.
                    (Exact name of Registrant as specified
                                in its charter)

            DELAWARE                                  56-2047837
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                 Identification No.)

                              104 ALEXANDER DRIVE
                 RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709
                                (919) 425-3000
                   (Address of Principal Executive Offices)

           PARADIGM GENETICS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                          (Full titles of the plans)

                             JOHN A. RYALS, PH.D.
                     CHIEF EXECUTIVE OFFICER AND PRESIDENT
                            PARADIGM GENETICS, INC.
                              104 ALEXANDER DRIVE
                 RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709
                                (919) 425-3000
   (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        offering price      aggregate     registration fee
                                                             per share     offering price
Common Stock, $.01 par value          500,000 shares (1)      $8.00 (2)      $4,000,000 (2)      $1,056
============================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
    Stock") consists of the aggregate number of shares which may be purchased
    under the Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (the
    "Plan").  The maximum number of shares that may be purchased  pursuant to
    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 stated
    above, an indeterminate number of shares which may be subject to grant or
    otherwise issuable after the operation of any such anti-dilution and other
    provisions.

(2) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) under the Securities Act.

===============================================================================
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.
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 latest annual report filed pursuant to Section 13 (a)
or 15 (d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.

     (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.

     (3) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-30365) filed under the Securities
Exchange Act of 1934, 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 Securities
Exchange Act of 1934 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. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

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 Registration Statement on Form S-1,
No. 333-30758.

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

     Not applicable.

                                      II-1
Item 8.  Exhibits.
-----------------

     (3.1.1) Certificate of Incorporation of the Registrant - Delaware (Filed
             as Exhibit 3.1.1 to Registration Statement on Form S-1, as amended,
             No. 333-30758, and incorporated herein by reference).

     (3.1.2) Certificate of Amendment of the Certificate of Incorporation of
             the Registrant - Delaware (Filed as Exhibit 3.1.2 to Registration
             Statement on Form S-1, as amended, No. 333-30758, and incorporated
             herein by reference).

     (3.1.3) Certificate of Retirement and Elimination of Series A Preferred
             Stock, Series B Preferred Stock and Series C Preferred Stock of the
             Registrant - Delaware - to be filed upon the completion of the
             offering (the "IPO") contemplated by the Registrant's Registration
             Statement on Form S-1, No. 333-30758 (Filed as Exhibit 3.1.3 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

     (3.2)   Restated Certificate of Incorporation of the Registrant -Delaware -
             to be filed upon completion of the IPO (Filed as Exhibit 3.2 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

     (3.3.1) By-laws of the Registrant - Delaware (Filed as Exhibit 3.3.1 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

     (3.4)   Amended and Restated By-laws of the Registrant - Delaware - to be
             effective upon completion of the IPO (Filed as Exhibit 3.4 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

     (4.1)   Form of Common Stock Certificate (Filed as Exhibit 4.1 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in opinion of counsel filed as Exhibit 5).

     (23.2)  Consent of PricewaterhouseCoopers  LLP.

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

     (99.1)  Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (Filed
             as Exhibit 10.49 to Registration Statement on Form S-1, as amended,
             No. 333-30758, and incorporated herein by reference).

                                      II-2
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, represents 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
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or

                                      II-3
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 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 Act and will be governed by the final
     adjudication of such issue.

                                      II-4
SIGNATURES

     The Registrant.  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 Research Triangle Park, North Carolina on May 5, 2000.

                                    PARADIGM GENETICS, INC.

                                    By   /s/ John A. Ryals
                                         -------------------------------------
                                         John A. Ryals
                                         Chief Executive Officer and President

     Each person whose signature appears below constitutes and appoints John A.
Ryals and Ian A. W. Howes, and each of them, 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 Paradigm Genetics, 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 full 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/ John A. Ryals             Chief Executive Officer, President           May 5, 2000
----------------------        and Director
John A. Ryals                 (Principal executive officer)

/s/ Ian A.W. Howes            Vice President of Finance and                May 5, 2000
----------------------        Chief Financial Officer (Principal
Ian A. W. Howes               financial and accounting officer)

/s/ G. Steven Burrill         Director                                     May 5, 2000
----------------------
G. Steven Burrill

/s/ Dennis Dougherty          Director                                     May 5, 2000
----------------------
Dennis Dougherty

/s/ Terrance McGuire          Director                                     May 5, 2000
----------------------
Terrance McGuire
II-5
/s/ Michael Summers           Director                                     May 5, 2000
----------------------
Michael Summers

/s/ Robert Goodman            Director                                     May 5, 2000
----------------------
Robert Goodman

/s/ Henri Zinsli              Director                                     May 5, 2000
----------------------
Henri Zinsli
II-6
PARADIGM GENETICS, INC.

                         INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

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

    (3.1.1)  Certificate of Incorporation of the Registrant - Delaware (Filed as
             Exhibit 3.1.1 to Registration Statement on Form S-1, as amended,
             No. 333-30758, and incorporated herein by reference).

    (3.1.2)  Certificate of Amendment of the Certificate of Incorporation of the
             Registrant - Delaware (Filed as Exhibit 3.1.2 to Registration
             Statement on Form S-1, as amended, No. 333-30758, and incorporated
             herein by reference).

    (3.1.3)  Certificate of Retirement and Elimination of Series A Preferred
             Stock, Series B Preferred Stock and Series C Preferred Stock of the
             Registrant - Delaware - to be filed upon the completion of the
             offering (the "IPO") contemplated by the Registrant's Registration
             Statement on Form S-1, No. 333-30758 (Filed as Exhibit 3.1.3 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

      (3.2)  Restated Certificate of Incorporation of the Registrant - Delaware
             - to be filed upon completion of the IPO (Filed as Exhibit 3.2 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

    (3.3.1)  By-laws of the Registrant - Delaware (Filed as Exhibit 3.3.1 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

      (3.4)  Amended and Restated By-laws of the Registrant - Delaware - to be
             effective upon completion of the IPO (Filed as Exhibit 3.4 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             incorporated herein by reference).

      (4.1)  Form of Common Stock Certificate (Filed as Exhibit 4.1 to
             Registration Statement on Form S-1, as amended, No. 333-30758, and
             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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in opinion of counsel filed as Exhibit 5).
(23.2)  Consent of PricewaterhouseCoopers LLP.

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

     (99.1)  Paradigm Genetics, Inc. 2000 Employee Stock Purchase Plan (Filed as
             Exhibit 10.49 to Registration Statement on Form S-1, as amended,
             No. 333-30758, and incorporated herein by reference).

TRADOCS:1317529.1(S8M101!.DOC)