<PAGE>
 
As filed with the Securities and Exchange Commission on July 22, 1997

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


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

 
                      NITINOL MEDICAL TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

      DELAWARE                                      95-4090463
--------------------------------------------------------------------------------

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

             27 WORMWOOD STREET, BOSTON, MASSACHUSETTS  02210-1625
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip code)


                            1994 STOCK OPTION PLAN
                            1996 STOCK OPTION PLAN
               1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                          NONSTATUTORY STOCK OPTIONS
--------------------------------------------------------------------------------
                           (Full title of the plans)

                                THOMAS M. TULLY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       NITINOL MEDICAL TECHNOLOGIES, INC.
             27 WORMWOOD STREET, BOSTON, MASSACHUSETTS  02210-1625
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (617) 737-0930
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)


                                   Copies to:
                                   --------- 


         THEODORE I. PINCUS                            STEVEN D. SINGER, ESQ.  
 NITINOL MEDICAL TECHNOLOGIES, INC.                      HALE AND DORR LLP     
         27 WORMWOOD STREET                               60 STATE STREET      
 BOSTON, MASSACHUSETTS  02210-1625                  BOSTON, MASSACHUSETTS  02109
           (617) 737-0930                                 (617) 526-6000        
                                                  



                           Exhibit Index is on Page 8
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
 
                                                                PROPOSED        PROPOSED
                TITLE OF                                        MAXIMUM         MAXIMUM
               SECURITIES                       AMOUNT          OFFERING       AGGREGATE     AMOUNT OF
                 TO BE                           TO BE          PRICE PER       OFFERING   REGISTRATION
               REGISTERED                     REGISTERED (#)    SHARE ($)       PRICE ($)      FEE ($)
-------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>           <C>             <C>
 
                  1994                     126,313 shares      $ 1.14(1) $   143,966.82   $   43.64
           STOCK OPTION PLAN               101,105 shares        2.15(1)     217,375.75       65.87
              Common Stock                  55,787 shares        3.19(1)     177,960.53       53.93 
           (Par Value $.001)                13,420 shares        6.95(1)      93,269.00       28.26   
                                             7,591 shares        8.93(1)      67,787.63       20.54 
                                            11,573 shares       15.81(2)     182,969.13       55.46 
                                                                                                                                  
-------------------------------------------------------------------------------------------------------
                                             
                1996                         10,526 shares        8.93(1)      93,997.18       28.48
           STOCK OPTION PLAN                 40,750 shares       10.50(1)     427,875.00      129.66
           Common Stock                     179,000 shares       10.00(1)   1,790,000.00      542.42
           (Par Value $.001)                  1,500 shares       11.50(1)      17,250.00        5.23
                                             27,500 shares       11.75(1)     323,125.00       97.92
                                             12,000 shares       10.63(1)     127,560.00       38.65
                                              7,500 shares       10.88(1)      81,600.00       24.73
                                              6,500 shares        8.25(1)      53,625.00       16.25
                                            314,724 shares       15.81(2)   4,975,786.40    1,507.81   

-------------------------------------------------------------------------------------------------------
       
       1996 STOCK OPTION PLAN FOR            30,000 shares       10.50(1)     315,000.00       95.45
         NON-EMPLOYEE DIRECTORS              10,000 shares        9.88(1)      98,800.00       29.94
              Common Stock                  110,000 shares       15.81(2)   1,739,100.00      527.00
           (Par Value $.001)               
             
-------------------------------------------------------------------------------------------------------
 
             1997 EMPLOYEE                   90,000 shares       15.81(2)   1,422,900.00      431.18
          STOCK PURCHASE PLAN
              Common Stock
           (Par Value $.001)

-------------------------------------------------------------------------------------------------------
 
                DIRECTOR                     78,945 shares        0.76(1)      59,998.20       18.18
              AND OFFICER                   118,416 shares        1.14(1)     134,994.24       40.91
           NONSTATUTORY STOCK               956,567 shares        2.15(1)   2,056,619.00      623.22
                OPTIONS                     194,055 shares        6.95(1)   1,348,682.20      408.69
              Common Stock                  
           (Par Value ($.001)               
                                            
-------------------------------------------------------------------------------------------------------
 
 
                 TOTAL                    2,503,772 shares                $15,908,271.84   $4,833.42
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       ii
<PAGE>
 
(1)  All such shares are issuable upon exercise of outstanding options with
     fixed exercise prices.  Pursuant to Rule 457(h)(1) under the Securities Act
     of 1933, the aggregate offering price and the fee have been computed upon
     the basis of the price at which the options may be exercised.

(2)  Price estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act of 1933, and based
     on the average of the high and low prices of the Registrant's Common Stock
     on July 18, 1997, as quoted on the Nasdaq National Market.


                                 EXPLANATORY NOTE

     This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and relates to the Registrant's Common Stock offered
pursuant to the Company's 1994 Stock Option Plan, 1996 Stock Option Plan, 1996
Stock Option Plan for Non-Employee Directors, 1997 Employee Stock Purchase Plan
and Nonstatutory Stock Options granted to directors and officers of the
Registrant pursuant to agreements dated between December 15, 1993 and June 6,
1996.

                                      iii
<PAGE>
 
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the 1994 Stock Option Plan, 1996 Stock Option Plan, 1996
Stock Option Plan for Non-Employee Directors, 1997 Employee Stock Purchase Plan
and the recipients of nonstatutory stock options granted pursuant to agreements
dated December 15, 1993, May 31, 1994, October 13, 1995, December 21, 1995,
February 1, 1996, February 14, 1996, February 26, 1996, April 16, 1996, May 6,
1996 and June 6, 1996, of Nitinol Medical Technologies, Inc. (the "Registrant")
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").  The following documents, which are filed with the
Commission, are incorporated in this Registration Statement 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, either directly or
     by incorporation by reference, 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 annual reports
     or the prospectus referred to in (1) above.

          (3) The description of the common stock of the Registrant, par value
     $.001 per share ("Common Stock"), contained in the Registrant's
     Registration Statement on Form 8-A filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant 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 shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

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

              Not applicable.

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

              Not applicable.

                                      -1-
<PAGE>
 
     Item 6.  Indemnification.
              --------------- 

     Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that:

     A.   Each person who was or is made a party or is threatened to be made a
          party to or is otherwise involved in any action, suit, or proceeding,
          whether civil, criminal, administrative, or investigative (hereinafter
          a "proceeding"), by reason of the fact that he or she is or was a
          director, officer, employee, or agent of the Registrant or any of its
          direct or indirect subsidiaries or is or was serving at the request of
          the Registrant as a director, officer, employee, or agent of any other
          corporation or of a partnership, joint venture, trust, or other
          enterprise, including service with respect to an employee benefit plan
          (hereinafter an "indemnitee"), whether the basis of such proceeding is
          alleged action in an official capacity as a director, officer,
          employee, or agent or in any other capacity while serving as a
          director, officer, employee, or agent, shall be indemnified and held
          harmless by the Registrant to the fullest extent authorized by the
          Delaware General Corporation Law, as the same exists or may hereafter
          be amended (but, in the case of any such amendment, only to the extent
          that such amendment permits the Registrant to provide broader
          indemnification rights than permitted prior thereto), against all
          expense, liability, and loss (including attorneys' fees, judgments,
          fines, excise or other taxes assessed with respect to an employee
          benefit plan, penalties, and amounts paid in settlement) reasonably
          incurred or suffered by such indemnitee in connection therewith, and
          such indemnification shall continue as to an indemnitee who has ceased
          to be a director, officer, employee, or agent and shall inure to the
          benefit of the indemnitee's heirs, executors, and administrators;
          provided, however, that, except as provided in Paragraph C below with
          respect to proceedings to enforce rights to indemnification, the
          Registrant shall indemnify any such indemnitee in connection with a
          proceeding (or part thereof) initiated by such indemnitee only if such
          proceeding (or part thereof) was authorized by the Board of Directors
          of the Registrant.

     B.   The right to indemnification conferred in Paragraph A above shall
          include the right to be paid by the Registrant the expenses incurred
          in defending any proceeding for which such right to indemnification is
          applicable in advance of its final disposition (hereinafter an
          "advancement of expenses"); provided, however, that, if the Delaware
          General Corporation Law requires, an advancement of expenses incurred
          by an indemnitee in his or her capacity as a director or officer (and
          not in any other capacity in which service was or is rendered by such
          indemnitee, including, without limitation, service to an employee
          benefit plan) shall be made only upon delivery to the Registrant of an
          undertaking (hereinafter an "undertaking"), by or on behalf of such
          indemnitee, to repay all amounts so advanced if it shall ultimately be
          determined by final judicial decision from which there is no further
          right to appeal (hereinafter a "final adjudication") that such
          indemnitee is not entitled to be indemnified for such expenses under
          Article NINTH or otherwise.

     C.   The rights to indemnification and to the advancement of expenses
          conferred in Paragraphs A and B above shall be contract rights. If a
          claim under Paragraph A or B above is not paid in full by the
          Registrant within sixty days after a written claim has been received
          by the Registrant, except in the case of a claim for an advancement of
          expenses, in which case the applicable period shall be 20 days, the
          indemnitee may at any time thereafter bring suit against the
          Registrant to recover the unpaid amount of the claim.  If successful
          in whole or in part in any such suit, or in a suit brought by

                                      -2-
<PAGE>
 
          the Registrant to recover an advancement of expenses pursuant to the
          terms of an undertaking, the indemnitee shall be entitled to be paid
          also the expense of prosecuting or defending such suit. In (i) any
          suit brought by the indemnitee to enforce a right to indemnification
          hereunder (but not in a suit brought by an indemnitee to enforce a
          right to an advancement of expenses) it shall be a defense that the
          indemnitee has not met any applicable standard for indemnification set
          forth in the Delaware General Corporation Law, and (ii) any suit by
          the Registrant to recover an advancement of expenses pursuant to the
          terms of an undertaking, the Registrant shall be entitled to recover
          such expenses upon a final adjudication that the indemnitee has not
          met any applicable standard for indemnification set forth in the
          Delaware General Corporation Law. Neither the failure of the
          Registrant (including its Board of Directors, independent legal
          counsel, or its stockholders) to have made a determination prior to
          the commencement of such suit that indemnification of the indemnitee
          is proper in the circumstances because the indemnitee has met the
          applicable standard of conduct set forth in the Delaware General
          Corporation Law, nor an actual determination by the Registrant
          (including its Board of Directors, independent legal counsel, or its
          stockholders) that the indemnitee has not met such applicable standard
          of conduct, shall create a presumption that the indemnitee has not met
          the applicable standard of conduct or, in the case of such a suit
          brought by the indemnitee, be a defense to such suit. In any suit
          brought by the indemnitee to enforce a right to indemnification or to
          an advancement of expenses hereunder, or by the Registrant to recover
          an advancement of expenses pursuant to the terms of an undertaking,
          the burden of proving that the indemnitee is not entitled to be
          indemnified, or to such advancement of expenses, under Article NINTH
          or otherwise, shall be on the Registrant.

     D.   The rights to indemnification and to the advancement of expenses
          conferred in Article NINTH shall not be exclusive of any other right
          which any person may have or hereafter acquire under any statute, the
          Registrant's certificate of incorporation, by-law, agreement, vote of
          stockholders or disinterested directors, or otherwise.

     E.   The Corporation may maintain insurance, at its expense, to protect
          itself and any director, officer, employee, or agent of the
          Corporation or another corporation, partnership, joint venture, trust,
          or other enterprise against any expense, liability, or loss, whether
          or not the Corporation would have the power to indemnify such person
          against such expense, liability, or loss under the Delaware General
          Corporation Law.

     F.   The Corporation's obligation, if any, to indemnify any person who was
          or is serving as a director, officer, employee, or agent of any direct
          or indirect subsidiary of the Corporation or, at the request of the
          Corporation, of any other corporation or of a partnership, joint
          venture, trust, or other enterprise shall be reduced by any amount
          such person may collect as indemnification from such other
          corporation, partnership, joint venture, trust, or other enterprise.

     G.   Any repeal or modification of the provisions of Article NINTH shall
          not adversely affect any right or protection under Article NINTH of
          any person in respect of any act or omission occurring prior to the
          time of such repeal or modification.

Article TENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that:

No director of the Corporation shall be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision does not

                                      -3-
<PAGE>
 
eliminate the liability of the director (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or
(iv) for any transaction from which the director derived an improper personal
benefit. For purposes of the prior sentence, the term "damages" shall, to the
extent permitted by law, include without limitation, any judgment, fine, amount
paid in settlement, penalty, punitive damages, excise or other tax assessed with
respect to an employee benefit plan, or expense of any nature (including,
without limitation, counsel fees and disbursements). Each person who serves as a
director of the Corporation while Article TENTH is in effect shall be deemed to
be doing so in reliance on the provisions of Article TENTH, and neither the
amendment or repeal of Article TENTH, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with Article TENTH, shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for, arising out of, based upon, or in connection with any acts or
omissions of such director occurring prior to such amendment, repeal, or
adoption of an inconsistent provision. The provisions of Article TENTH are
cumulative and shall be in addition to and independent of any and all other
limitations on or eliminations of the liabilities of directors of the
Corporation, as such, whether such limitations or eliminations arise under or
are created by any law, rule, regulation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.

     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

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

              Not applicable.

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

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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

     1.  The 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

                                      -4-
<PAGE>
 
                    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; and

              (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 (i) and (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 with or furnished to the Commission
     by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
     Act that are incorporated by reference in the registration statement.

          (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 therein, 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.  The 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 therein, and the offering of such securities
at that time shall be deemed to be in 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 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.

                                      -5-
<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 the City of Boston, Commonwealth of Massachusetts on the 21/st/
day of July, 1997.


                                    NITINOL MEDICAL TECHNOLOGIES, INC.



                                    By:    /s/ Thomas M. Tully
                                         ---------------------
                                         Thomas M. Tully
                                         President and Chief
                                         Executive Officer



                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Nitinol Medical Technologies,
Inc. hereby severally constitute and appoint Thomas M. Tully, Theodore I. Pincus
and Steven D. Singer, Esq., and each of them singly, our true and lawful
attorneys with full power to them, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Nitinol Medical Technologies, Inc. to comply
with the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

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

     Signature                      Title
     ---------                      -----



  /s/ Thomas M. Tully       President,                        July 21, 1997
---------------------       Chief Executive Officer                             
Thomas M. Tully             and Director                                   
                            (Principal Executive Officer) 
                                                          
                                                          

                                      -6-
<PAGE>
 
/s/ Theodore I. Pincus          Executive Vice President           July 18, 1997
----------------------          and Chief Financial Officer          
Theodore I. Pincus              (Principal Financial Officer  
                                and Principal Accounting    
                                Officer)                     

/s/ C. Leonard Gordon           Director                           July 14, 1997
---------------------                                              
C. Leonard Gordon


/s/ Morris Simon, M.D.          Director                           July 21, 1997
----------------------                                               
Morris Simon, M.D.


/s/ Michael C. Brooks           Director                           July 21, 1997
---------------------
Michael C. Brooks


/s/ R. John Fletcher            Director                           July  9, 1997
---------------------                                               
R. John Fletcher


/s/ Jeffrey R. Jay, M.D.        Director                           July 18, 1997
------------------------
Jeffrey R. Jay, M.D.


/s/ Robert A. Van Tassel, M.D.  Director                           July 11, 1997
------------------------------
Robert A. Van Tassel, M.D.

                                      -7-
<PAGE>
 
                                     EXHIBIT INDEX
                                     -------------


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

*4.1    Amended and Restated Certificate of Incorporation

*4.2    Amended and Restated By-Laws

*4.3    Form of Common Stock Certificate

 5      Opinion of Hale and Dorr LLP

23.1    Consent of Arthur Andersen LLP

23.2    Consent of Hale and Dorr LLP (included in Exhibit 5)

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


__________________________

* Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1, File No. 33-06463, which was originally
filed with the Commission on June 20, 1996 and is incorporated herein by
reference.

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32725}]
{"company-data": {"conformed-name": "NITINOL MEDICAL TECHNOLOGIES INC", "cik": "0001017259", "assigned-sic": "3841", "irs-number": "954090463", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31751", "film-number": "97643411"}, "business-address": {"street1": "263 SUMMER STREET", "city": "BOSTON", "state": "MA", "zip": "02210", "phone": "6177370930"}, "mail-address": {"street1": "263 SUMMER STREET", "city": "BOSTON", "state": "MA", "zip": "02210"}}
As filed with the Securities and Exchange Commission on July 22, 1997

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

 
                      NITINOL MEDICAL TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

      DELAWARE                                      95-4090463
--------------------------------------------------------------------------------

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

             27 WORMWOOD STREET, BOSTON, MASSACHUSETTS  02210-1625
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip code)

                            1994 STOCK OPTION PLAN
                            1996 STOCK OPTION PLAN
               1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                          NONSTATUTORY STOCK OPTIONS
--------------------------------------------------------------------------------
                           (Full title of the plans)

                                THOMAS M. TULLY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       NITINOL MEDICAL TECHNOLOGIES, INC.
             27 WORMWOOD STREET, BOSTON, MASSACHUSETTS  02210-1625
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (617) 737-0930
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                                   --------- 

         THEODORE I. PINCUS                            STEVEN D. SINGER, ESQ.  
 NITINOL MEDICAL TECHNOLOGIES, INC.                      HALE AND DORR LLP     
         27 WORMWOOD STREET                               60 STATE STREET      
 BOSTON, MASSACHUSETTS  02210-1625                  BOSTON, MASSACHUSETTS  02109
           (617) 737-0930                                 (617) 526-6000        
                                                  

                           Exhibit Index is on Page 8
CALCULATION OF REGISTRATION FEE
PROPOSED        PROPOSED
                TITLE OF                                        MAXIMUM         MAXIMUM
               SECURITIES                       AMOUNT          OFFERING       AGGREGATE     AMOUNT OF
                 TO BE                           TO BE          PRICE PER       OFFERING   REGISTRATION
               REGISTERED                     REGISTERED (#)    SHARE ($)       PRICE ($)      FEE ($)
-------------------------------------------------------------------------------------------------------
1994                     126,313 shares      $ 1.14(1) $   143,966.82   $   43.64
           STOCK OPTION PLAN               101,105 shares        2.15(1)     217,375.75       65.87
              Common Stock                  55,787 shares        3.19(1)     177,960.53       53.93 
           (Par Value $.001)                13,420 shares        6.95(1)      93,269.00       28.26   
                                             7,591 shares        8.93(1)      67,787.63       20.54 
                                            11,573 shares       15.81(2)     182,969.13       55.46 
                                                                                                                                  
-------------------------------------------------------------------------------------------------------
                                             
                1996                         10,526 shares        8.93(1)      93,997.18       28.48
           STOCK OPTION PLAN                 40,750 shares       10.50(1)     427,875.00      129.66
           Common Stock                     179,000 shares       10.00(1)   1,790,000.00      542.42
           (Par Value $.001)                  1,500 shares       11.50(1)      17,250.00        5.23
                                             27,500 shares       11.75(1)     323,125.00       97.92
                                             12,000 shares       10.63(1)     127,560.00       38.65
                                              7,500 shares       10.88(1)      81,600.00       24.73
                                              6,500 shares        8.25(1)      53,625.00       16.25
                                            314,724 shares       15.81(2)   4,975,786.40    1,507.81   

-------------------------------------------------------------------------------------------------------
       
       1996 STOCK OPTION PLAN FOR            30,000 shares       10.50(1)     315,000.00       95.45
         NON-EMPLOYEE DIRECTORS              10,000 shares        9.88(1)      98,800.00       29.94
              Common Stock                  110,000 shares       15.81(2)   1,739,100.00      527.00
           (Par Value $.001)               
             
-------------------------------------------------------------------------------------------------------
 
             1997 EMPLOYEE                   90,000 shares       15.81(2)   1,422,900.00      431.18
          STOCK PURCHASE PLAN
              Common Stock
           (Par Value $.001)

-------------------------------------------------------------------------------------------------------
 
                DIRECTOR                     78,945 shares        0.76(1)      59,998.20       18.18
              AND OFFICER                   118,416 shares        1.14(1)     134,994.24       40.91
           NONSTATUTORY STOCK               956,567 shares        2.15(1)   2,056,619.00      623.22
                OPTIONS                     194,055 shares        6.95(1)   1,348,682.20      408.69
              Common Stock                  
           (Par Value ($.001)               
                                            
-------------------------------------------------------------------------------------------------------
 
 
                 TOTAL                    2,503,772 shares                $15,908,271.84   $4,833.42
-------------------------------------------------------------------------------------------------------
ii
(1)  All such shares are issuable upon exercise of outstanding options with
     fixed exercise prices.  Pursuant to Rule 457(h)(1) under the Securities Act
     of 1933, the aggregate offering price and the fee have been computed upon
     the basis of the price at which the options may be exercised.

(2)  Price estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act of 1933, and based
     on the average of the high and low prices of the Registrant's Common Stock
     on July 18, 1997, as quoted on the Nasdaq National Market.

                                 EXPLANATORY NOTE

     This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and relates to the Registrant's Common Stock offered
pursuant to the Company's 1994 Stock Option Plan, 1996 Stock Option Plan, 1996
Stock Option Plan for Non-Employee Directors, 1997 Employee Stock Purchase Plan
and Nonstatutory Stock Options granted to directors and officers of the
Registrant pursuant to agreements dated between December 15, 1993 and June 6,
1996.

                                      iii
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the 1994 Stock Option Plan, 1996 Stock Option Plan, 1996
Stock Option Plan for Non-Employee Directors, 1997 Employee Stock Purchase Plan
and the recipients of nonstatutory stock options granted pursuant to agreements
dated December 15, 1993, May 31, 1994, October 13, 1995, December 21, 1995,
February 1, 1996, February 14, 1996, February 26, 1996, April 16, 1996, May 6,
1996 and June 6, 1996, of Nitinol Medical Technologies, Inc. (the "Registrant")
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").  The following documents, which are filed with the
Commission, are incorporated in this Registration Statement 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, either directly or
     by incorporation by reference, 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 annual reports
     or the prospectus referred to in (1) above.

          (3) The description of the common stock of the Registrant, par value
     $.001 per share ("Common Stock"), contained in the Registrant's
     Registration Statement on Form 8-A filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant 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 shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

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

              Not applicable.

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

              Not applicable.

                                      -1-
Item 6.  Indemnification.
              --------------- 

     Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that:

     A.   Each person who was or is made a party or is threatened to be made a
          party to or is otherwise involved in any action, suit, or proceeding,
          whether civil, criminal, administrative, or investigative (hereinafter
          a "proceeding"), by reason of the fact that he or she is or was a
          director, officer, employee, or agent of the Registrant or any of its
          direct or indirect subsidiaries or is or was serving at the request of
          the Registrant as a director, officer, employee, or agent of any other
          corporation or of a partnership, joint venture, trust, or other
          enterprise, including service with respect to an employee benefit plan
          (hereinafter an "indemnitee"), whether the basis of such proceeding is
          alleged action in an official capacity as a director, officer,
          employee, or agent or in any other capacity while serving as a
          director, officer, employee, or agent, shall be indemnified and held
          harmless by the Registrant to the fullest extent authorized by the
          Delaware General Corporation Law, as the same exists or may hereafter
          be amended (but, in the case of any such amendment, only to the extent
          that such amendment permits the Registrant to provide broader
          indemnification rights than permitted prior thereto), against all
          expense, liability, and loss (including attorneys' fees, judgments,
          fines, excise or other taxes assessed with respect to an employee
          benefit plan, penalties, and amounts paid in settlement) reasonably
          incurred or suffered by such indemnitee in connection therewith, and
          such indemnification shall continue as to an indemnitee who has ceased
          to be a director, officer, employee, or agent and shall inure to the
          benefit of the indemnitee's heirs, executors, and administrators;
          provided, however, that, except as provided in Paragraph C below with
          respect to proceedings to enforce rights to indemnification, the
          Registrant shall indemnify any such indemnitee in connection with a
          proceeding (or part thereof) initiated by such indemnitee only if such
          proceeding (or part thereof) was authorized by the Board of Directors
          of the Registrant.

     B.   The right to indemnification conferred in Paragraph A above shall
          include the right to be paid by the Registrant the expenses incurred
          in defending any proceeding for which such right to indemnification is
          applicable in advance of its final disposition (hereinafter an
          "advancement of expenses"); provided, however, that, if the Delaware
          General Corporation Law requires, an advancement of expenses incurred
          by an indemnitee in his or her capacity as a director or officer (and
          not in any other capacity in which service was or is rendered by such
          indemnitee, including, without limitation, service to an employee
          benefit plan) shall be made only upon delivery to the Registrant of an
          undertaking (hereinafter an "undertaking"), by or on behalf of such
          indemnitee, to repay all amounts so advanced if it shall ultimately be
          determined by final judicial decision from which there is no further
          right to appeal (hereinafter a "final adjudication") that such
          indemnitee is not entitled to be indemnified for such expenses under
          Article NINTH or otherwise.

     C.   The rights to indemnification and to the advancement of expenses
          conferred in Paragraphs A and B above shall be contract rights. If a
          claim under Paragraph A or B above is not paid in full by the
          Registrant within sixty days after a written claim has been received
          by the Registrant, except in the case of a claim for an advancement of
          expenses, in which case the applicable period shall be 20 days, the
          indemnitee may at any time thereafter bring suit against the
          Registrant to recover the unpaid amount of the claim.  If successful
          in whole or in part in any such suit, or in a suit brought by

                                      -2-
the Registrant to recover an advancement of expenses pursuant to the
          terms of an undertaking, the indemnitee shall be entitled to be paid
          also the expense of prosecuting or defending such suit. In (i) any
          suit brought by the indemnitee to enforce a right to indemnification
          hereunder (but not in a suit brought by an indemnitee to enforce a
          right to an advancement of expenses) it shall be a defense that the
          indemnitee has not met any applicable standard for indemnification set
          forth in the Delaware General Corporation Law, and (ii) any suit by
          the Registrant to recover an advancement of expenses pursuant to the
          terms of an undertaking, the Registrant shall be entitled to recover
          such expenses upon a final adjudication that the indemnitee has not
          met any applicable standard for indemnification set forth in the
          Delaware General Corporation Law. Neither the failure of the
          Registrant (including its Board of Directors, independent legal
          counsel, or its stockholders) to have made a determination prior to
          the commencement of such suit that indemnification of the indemnitee
          is proper in the circumstances because the indemnitee has met the
          applicable standard of conduct set forth in the Delaware General
          Corporation Law, nor an actual determination by the Registrant
          (including its Board of Directors, independent legal counsel, or its
          stockholders) that the indemnitee has not met such applicable standard
          of conduct, shall create a presumption that the indemnitee has not met
          the applicable standard of conduct or, in the case of such a suit
          brought by the indemnitee, be a defense to such suit. In any suit
          brought by the indemnitee to enforce a right to indemnification or to
          an advancement of expenses hereunder, or by the Registrant to recover
          an advancement of expenses pursuant to the terms of an undertaking,
          the burden of proving that the indemnitee is not entitled to be
          indemnified, or to such advancement of expenses, under Article NINTH
          or otherwise, shall be on the Registrant.

     D.   The rights to indemnification and to the advancement of expenses
          conferred in Article NINTH shall not be exclusive of any other right
          which any person may have or hereafter acquire under any statute, the
          Registrant's certificate of incorporation, by-law, agreement, vote of
          stockholders or disinterested directors, or otherwise.

     E.   The Corporation may maintain insurance, at its expense, to protect
          itself and any director, officer, employee, or agent of the
          Corporation or another corporation, partnership, joint venture, trust,
          or other enterprise against any expense, liability, or loss, whether
          or not the Corporation would have the power to indemnify such person
          against such expense, liability, or loss under the Delaware General
          Corporation Law.

     F.   The Corporation's obligation, if any, to indemnify any person who was
          or is serving as a director, officer, employee, or agent of any direct
          or indirect subsidiary of the Corporation or, at the request of the
          Corporation, of any other corporation or of a partnership, joint
          venture, trust, or other enterprise shall be reduced by any amount
          such person may collect as indemnification from such other
          corporation, partnership, joint venture, trust, or other enterprise.

     G.   Any repeal or modification of the provisions of Article NINTH shall
          not adversely affect any right or protection under Article NINTH of
          any person in respect of any act or omission occurring prior to the
          time of such repeal or modification.

Article TENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that:

No director of the Corporation shall be liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision does not

                                      -3-
eliminate the liability of the director (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or
(iv) for any transaction from which the director derived an improper personal
benefit. For purposes of the prior sentence, the term "damages" shall, to the
extent permitted by law, include without limitation, any judgment, fine, amount
paid in settlement, penalty, punitive damages, excise or other tax assessed with
respect to an employee benefit plan, or expense of any nature (including,
without limitation, counsel fees and disbursements). Each person who serves as a
director of the Corporation while Article TENTH is in effect shall be deemed to
be doing so in reliance on the provisions of Article TENTH, and neither the
amendment or repeal of Article TENTH, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with Article TENTH, shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for, arising out of, based upon, or in connection with any acts or
omissions of such director occurring prior to such amendment, repeal, or
adoption of an inconsistent provision. The provisions of Article TENTH are
cumulative and shall be in addition to and independent of any and all other
limitations on or eliminations of the liabilities of directors of the
Corporation, as such, whether such limitations or eliminations arise under or
are created by any law, rule, regulation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.

     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

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

              Not applicable.

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

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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

     1.  The 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

                                      -4-
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; and

              (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 (i) and (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 with or furnished to the Commission
     by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
     Act that are incorporated by reference in the registration statement.

          (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 therein, 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.  The 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 therein, and the offering of such securities
at that time shall be deemed to be in 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 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.

                                      -5-
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 the City of Boston, Commonwealth of Massachusetts on the 21/st/
day of July, 1997.

                                    NITINOL MEDICAL TECHNOLOGIES, INC.

                                    By:    /s/ Thomas M. Tully
                                         ---------------------
                                         Thomas M. Tully
                                         President and Chief
                                         Executive Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Nitinol Medical Technologies,
Inc. hereby severally constitute and appoint Thomas M. Tully, Theodore I. Pincus
and Steven D. Singer, Esq., and each of them singly, our true and lawful
attorneys with full power to them, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Nitinol Medical Technologies, Inc. to comply
with the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

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

     Signature                      Title
     ---------                      -----

  /s/ Thomas M. Tully       President,                        July 21, 1997
---------------------       Chief Executive Officer                             
Thomas M. Tully             and Director                                   
                            (Principal Executive Officer) 
                                                          
                                                          

                                      -6-
/s/ Theodore I. Pincus          Executive Vice President           July 18, 1997
----------------------          and Chief Financial Officer          
Theodore I. Pincus              (Principal Financial Officer  
                                and Principal Accounting    
                                Officer)                     

/s/ C. Leonard Gordon           Director                           July 14, 1997
---------------------                                              
C. Leonard Gordon

/s/ Morris Simon, M.D.          Director                           July 21, 1997
----------------------                                               
Morris Simon, M.D.

/s/ Michael C. Brooks           Director                           July 21, 1997
---------------------
Michael C. Brooks

/s/ R. John Fletcher            Director                           July  9, 1997
---------------------                                               
R. John Fletcher

/s/ Jeffrey R. Jay, M.D.        Director                           July 18, 1997
------------------------
Jeffrey R. Jay, M.D.

/s/ Robert A. Van Tassel, M.D.  Director                           July 11, 1997
------------------------------
Robert A. Van Tassel, M.D.

                                      -7-
EXHIBIT INDEX
                                     -------------

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

*4.1    Amended and Restated Certificate of Incorporation

*4.2    Amended and Restated By-Laws

*4.3    Form of Common Stock Certificate

 5      Opinion of Hale and Dorr LLP

23.1    Consent of Arthur Andersen LLP

23.2    Consent of Hale and Dorr LLP (included in Exhibit 5)

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

__________________________

* Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1, File No. 33-06463, which was originally
filed with the Commission on June 20, 1996 and is incorporated herein by
reference.

                                      -8-