<PAGE>


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2001
                                            REGISTRATION NO. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                4-D NEUROIMAGING
             (Exact name of registrant as specified in its charter)

            CALIFORNIA                                 95-2647755
   (State or other jurisdiction
 of incorporation or organization)          (IRS Employer Identification No.)

   9727 PACIFIC HEIGHTS BOULEVARD
        SAN DIEGO, CALIFORNIA                                92121
 (Address of principal executive offices)                  (Zip Code)

                           1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                            D. SCOTT BUCHANAN, PH.D.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                4-D NEUROIMAGING
           9727 PACIFIC HEIGHTS BOULEVARD, SAN DIEGO, CALIFORNIA 92121
                     (Name and address of agent for service)

                                 (858) 453-6300
          (Telephone number, including area code, of agent for service)

                                 With Copies To:
                              Maria P. Sendra, Esq.
                         Brobeck, Phleger & Harrison LLP
                              12930 El Camino Real
                               San Diego, CA 92130
                                 (858) 720-2500

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

This registration statement will become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will thereafter be effected upon option exercises or stock issuances effected
under the 1997 Stock Incentive Plan.

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

<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATION FEE

  Title of securities to           Amount to be            Proposed maximum           Proposed maximum             Amount of
       be registered              registered (1)       offering price per share   aggregate offering price      registration fee
<S>                               <C>                  <C>                        <C>                           <C>
1997 Stock Incentive Plan
Common Stock, no par value          2,000,000                   $0.227                    $454,000                  $114.00
</TABLE>



(1)  This registration statement will also cover any additional shares of common
     stock which become issuable under the 1997 Stock Incentive Plan by reason
     of any stock dividend, stock split, recapitalization or other similar
     transaction effected without the receipt of consideration which results in
     an increase in the number of outstanding shares of common stock.

(2)  Estimated solely for purposes of this offering under Rule 457(h) and 457(c)
     of the Securities Act of 1933, as amended, on the basis of the average of
     the high and low selling prices per share of common stock of 4-D
     Neuroimaging as reported on the Nasdaq over-the-counter Bulletin Board on
     January 23, 2001.



<PAGE>



                       WHERE YOU CAN FIND MORE INFORMATION


         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we have on
file at the SEC's public reference rooms in Washington, DC, New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this registration statement, and later information
filed with the SEC will update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until
our offering is complete:

         (a) Our Annual Report on Form 10-K for the fiscal year ended September
30, 2000; and

         (b) The sections entitled "Description of Capital Stock" and "Shares
Eligible for Future Sale" contained in the Post-Effective Amendment No. 1 to our
Registration Statement on Form S-1, filed with the SEC on May 8, 1992
(Registration No. 33-46758),which describes the terms, rights and provisions
applicable to our Common Stock.

         All reports and other documents that we subsequently file under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
under this registration statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part of this registration
statement from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference into this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained in this
registration statement or in any subsequently filed document which also is
deemed to be incorporated by reference in this registration statement modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.



         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                                4-D Neuroimaging
                         9727 Pacific Heights Boulevard
                           San Diego, California 92121
                            Attn: Corporate Secretary
                                 (858) 453-6300


                                      II-1
<PAGE>

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) California Corporations Code Section 317 provides for the
indemnification of our officers and directors against expenses, judgments, fines
and amounts paid in settlement under certain conditions and subject to certain
limitations.

         (b) Article IV, Section 10 of our Restated Bylaws provides that we
shall have the power to indemnify any person who is or was our agent as provided
in California Corporations Code Section 317. The rights to indemnity under our
Restated Bylaws continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of the person. In addition, expenses incurred by a
director, officer, employee or agent in defending a civil or criminal action,
suit or proceeding by reason of the fact that he or she is or was a director,
officer, employee or agent of ours, or was serving at our request as a director,
officer, employee or agent of another corporation, may be paid by us in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by us.

         (c) Article VI of our Fifth Amended and Restated Articles of
Incorporation provides that the liability of our directors for monetary damages
shall be eliminated to the fullest extent permissible under California law.
Accordingly, a director will not be liable for monetary damages for breach of
duty to us or our shareholders in any action brought by us or in our right.
However, a director remains liable to the extent required by law for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, for acts or omissions that a director believes to be contrary
to our best interests or that of our shareholders or that involve the absence of
good faith on the part of the director, for any transaction from which a
director derived an improper personal benefit, for acts or omissions that show a
reckless disregard for the director's duty to us or our shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of serious injury
to us or our shareholders, for acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the director's duty to
us or our shareholders, for any act or omission occurring prior to the date when
the exculpation provision became effective and for any act or omission as an
officer, notwithstanding that the officer is also a director or that his or her
actions, if negligent or improper, have been ratified by the directors. The
effect of the provisions in the Articles of Incorporation is to eliminate our
rights and our shareholders' rights (through shareholders' derivative suits on
our behalf) to recover monetary damages against a director for breach of duty as
a director, including breaches resulting from negligent behavior in the context
of transactions involving a change of control of us or otherwise, except in the
situations described above. These provisions will not alter the liability of
directors under federal securities laws.

         (d) We also have entered into indemnification agreements with some of
our former directors and executive officers. Generally, the indemnification
agreements attempt to provide the maximum protection permitted by California law
as it may be amended from time to time, as well as additional indemnification.
Under such additional indemnification provisions, however, an individual will
not receive indemnification for judgments, settlements or expenses if he or she
is found liable to us (except to the extent the court determines he or she is
fairly and reasonably entitled to indemnify for expenses), for settlements we
have not approved or for settlements and expenses if the settlement is not
approved by the court. The indemnification agreements allow us to advance to the
individual any and all reasonable expenses (including legal fees and expenses)
incurred in investigating or defending any such action, suit or proceeding. To
receive an advance of expenses, the individual must provide us with copies of
invoices presented to him or her for such expenses. Also, the individual must
repay such advances upon a final judicial decision that he or she is not
entitled to indemnification. Our Restated Bylaws contain a similar provision
relating to advancement of expenses to a director or officer, subject to an
undertaking to repay if it is ultimately determined that indemnification is
unavailable. In addition, the indemnification of a covered individual continues

                                      II-2
<PAGE>

after the individual has left his or her position, so long as the individual is
subject to any possible claim or threatened by reason of the fact that the
individual was acting on our behalf.

         (e) There is directors' and officers' liability insurance now in effect
which insures our directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

      EXHIBIT NUMBER       EXHIBIT

            4.1            Instruments Defining the Rights of Shareholders.
                           Reference is made to our Fifth Amended and Restated
                           Articles of Incorporation which is incorporated by
                           reference to Exhibit 3.1 to our Form 10-Q filed with
                           the SEC on May 15, 2000.

            4.2            Instruments Defining the Rights of Shareholders.
                           Reference is made to our Restated Bylaws, effective
                           as of January 25, 1990, which is incorporated by
                           reference to Exhibit 3.3 of our Form 10-Q, filed with
                           the SEC on May 17, 1999, and the sections entitled
                           "Description of Capital Stock" and "Shares Eligible
                           for Future Sale" contained in our Post-Effective
                           Amendment No. 1 to our Registration Statement on Form
                           S-1 filed with the SEC on May 8, 1992 (Registration
                           No. 33-46758), which are incorporated into this
                           Registration Statement by reference.

            5.1            Opinion and Consent of Brobeck, Phleger &
                           Harrison LLP.

           23.1            Consent of Brobeck, Phleger & Harrison LLP
                           (contained in Exhibit 5.1 of this Registration
                           Statement.)

           23.2            Consent of Arthur Andersen LLP.

           24.1            Power of Attorney.  Reference is made to page II-6 of
                           this Registration Statement.

           99.1            1997 Stock Incentive Plan.

ITEM 9.  UNDERTAKINGS.

         1.       The undersigned registrant hereby undertakes:

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

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

                           (ii)  To reflect in the prospectus any facts or
events arising after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
registration statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement;

                                      II-3
<PAGE>


         PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) shall not apply
if the information required to be in a post-effective amendment by those
paragraphs is contained in periodic reports we file pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference into this 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; and

                  (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the offering.

         2.       The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of our annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference into 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.

         3.       The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.

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

                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on January 19,
2001.

                                  4-D NEUROIMAGING

                                  By: /s/ D. Scott Buchanan
                                     --------------------------------------
                                     D. Scott Buchanan
                                     President, Chief Executive Officer,
                                     Principal Executive,
                                     Operating and Financial Officer


                                      II-5
<PAGE>


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Scott Buchanan as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ D. Scott Buchanan
----------------------------
D. Scott Buchanan                   Chief Executive Officer, President
                                    and Director (Principal Executive,
                                    Operating and Financial Officer)                    January 19, 2001

/s/ Martin P. Egli
----------------------------
Martin P. Egli                      Director                                            January 19, 2001


----------------------------
Galleon Graetz                      Director

/s/ Enrique Maso
----------------------------
Enrique Maso                        Director                                            January 19, 2001

/s/ Antti Ahonen
----------------------------
Antti Ahonen                        Director                                            January 19, 2001

/s/ Martin Velasco
----------------------------
Martin Velasco                      Director                                            January 19, 2001

/s/ Felipe Fernandez Atela
----------------------------
Felipe Fernandez Atela              Director                                            January 19, 2001
</TABLE>


                                      II-6
<PAGE>


                                  EXHIBIT INDEX


      EXHIBIT NUMBER       EXHIBIT

            4.1            Instruments Defining the Rights of Shareholders.

                           Reference is made to our Fifth Amended and Restated
                           Articles of Incorporation which is incorporated by
                           reference to Exhibit 3.1 to our Form 10-Q filed with
                           the SEC on May 15, 2000.

            4.2            Instruments Defining the Rights of Shareholders.
                           Reference is made to our Restated Bylaws, effective
                           as of January 25, 1990, which is incorporated by
                           reference to Exhibit 3.3 of our Form 10-Q, filed with
                           the SEC on May 17, 1999, and the sections entitled
                           "Description of Capital Stock" and "Shares Eligible
                           for Future Sale" contained in our Post-Effective
                           Amendment No. 1 to our Registration Statement on Form
                           S-1 filed with the SEC on May 8, 1992 (Registration
                           No. 33-46758), which are incorporated into this
                           Registration Statement by reference.

            5.1            Opinion and Consent of Brobeck, Phleger &
                           Harrison LLP.

           23.1            Consent of Brobeck, Phleger & Harrison LLP (contained
                           in Exhibit 5.1 of this Registration Statement.)

           23.2            Consent of Arthur Andersen LLP.

           24.1            Power of Attorney. Reference is made to page II-6 of
                           this Registration Statement.

           99.1            1997 Stock Incentive Plan.
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{"company-data": {"conformed-name": "4-D NEUROIMAGING", "cik": "0000729330", "assigned-sic": "3845", "irs-number": "952647755", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54322", "film-number": "1515375"}, "business-address": {"street1": "9727 PACIFIC HEIGHTS BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8584536300"}, "mail-address": {"street1": "9727 PACIFIC HEIGHTS BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": [{"former-conformed-name": "BIOMAGNETIC TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "SHE CORP", "date-changed": "19850127"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2001
                                            REGISTRATION NO. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                4-D NEUROIMAGING
             (Exact name of registrant as specified in its charter)

            CALIFORNIA                                 95-2647755
   (State or other jurisdiction
 of incorporation or organization)          (IRS Employer Identification No.)

   9727 PACIFIC HEIGHTS BOULEVARD
        SAN DIEGO, CALIFORNIA                                92121
 (Address of principal executive offices)                  (Zip Code)

                           1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                            D. SCOTT BUCHANAN, PH.D.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                4-D NEUROIMAGING
           9727 PACIFIC HEIGHTS BOULEVARD, SAN DIEGO, CALIFORNIA 92121
                     (Name and address of agent for service)

                                 (858) 453-6300
          (Telephone number, including area code, of agent for service)

                                 With Copies To:
                              Maria P. Sendra, Esq.
                         Brobeck, Phleger & Harrison LLP
                              12930 El Camino Real
                               San Diego, CA 92130
                                 (858) 720-2500

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

This registration statement will become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will thereafter be effected upon option exercises or stock issuances effected
under the 1997 Stock Incentive Plan.

                               -------------------
CALCULATION OF REGISTRATION FEE

  Title of securities to           Amount to be            Proposed maximum           Proposed maximum             Amount of
       be registered              registered (1)       offering price per share   aggregate offering price      registration fee
1997 Stock Incentive Plan
Common Stock, no par value          2,000,000                   $0.227                    $454,000                  $114.00
(1)  This registration statement will also cover any additional shares of common
     stock which become issuable under the 1997 Stock Incentive Plan by reason
     of any stock dividend, stock split, recapitalization or other similar
     transaction effected without the receipt of consideration which results in
     an increase in the number of outstanding shares of common stock.

(2)  Estimated solely for purposes of this offering under Rule 457(h) and 457(c)
     of the Securities Act of 1933, as amended, on the basis of the average of
     the high and low selling prices per share of common stock of 4-D
     Neuroimaging as reported on the Nasdaq over-the-counter Bulletin Board on
     January 23, 2001.
WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we have on
file at the SEC's public reference rooms in Washington, DC, New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this registration statement, and later information
filed with the SEC will update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until
our offering is complete:

         (a) Our Annual Report on Form 10-K for the fiscal year ended September
30, 2000; and

         (b) The sections entitled "Description of Capital Stock" and "Shares
Eligible for Future Sale" contained in the Post-Effective Amendment No. 1 to our
Registration Statement on Form S-1, filed with the SEC on May 8, 1992
(Registration No. 33-46758),which describes the terms, rights and provisions
applicable to our Common Stock.

         All reports and other documents that we subsequently file under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
under this registration statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part of this registration
statement from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference into this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained in this
registration statement or in any subsequently filed document which also is
deemed to be incorporated by reference in this registration statement modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                                4-D Neuroimaging
                         9727 Pacific Heights Boulevard
                           San Diego, California 92121
                            Attn: Corporate Secretary
                                 (858) 453-6300

                                      II-1
ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) California Corporations Code Section 317 provides for the
indemnification of our officers and directors against expenses, judgments, fines
and amounts paid in settlement under certain conditions and subject to certain
limitations.

         (b) Article IV, Section 10 of our Restated Bylaws provides that we
shall have the power to indemnify any person who is or was our agent as provided
in California Corporations Code Section 317. The rights to indemnity under our
Restated Bylaws continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of the person. In addition, expenses incurred by a
director, officer, employee or agent in defending a civil or criminal action,
suit or proceeding by reason of the fact that he or she is or was a director,
officer, employee or agent of ours, or was serving at our request as a director,
officer, employee or agent of another corporation, may be paid by us in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by us.

         (c) Article VI of our Fifth Amended and Restated Articles of
Incorporation provides that the liability of our directors for monetary damages
shall be eliminated to the fullest extent permissible under California law.
Accordingly, a director will not be liable for monetary damages for breach of
duty to us or our shareholders in any action brought by us or in our right.
However, a director remains liable to the extent required by law for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, for acts or omissions that a director believes to be contrary
to our best interests or that of our shareholders or that involve the absence of
good faith on the part of the director, for any transaction from which a
director derived an improper personal benefit, for acts or omissions that show a
reckless disregard for the director's duty to us or our shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of serious injury
to us or our shareholders, for acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the director's duty to
us or our shareholders, for any act or omission occurring prior to the date when
the exculpation provision became effective and for any act or omission as an
officer, notwithstanding that the officer is also a director or that his or her
actions, if negligent or improper, have been ratified by the directors. The
effect of the provisions in the Articles of Incorporation is to eliminate our
rights and our shareholders' rights (through shareholders' derivative suits on
our behalf) to recover monetary damages against a director for breach of duty as
a director, including breaches resulting from negligent behavior in the context
of transactions involving a change of control of us or otherwise, except in the
situations described above. These provisions will not alter the liability of
directors under federal securities laws.

         (d) We also have entered into indemnification agreements with some of
our former directors and executive officers. Generally, the indemnification
agreements attempt to provide the maximum protection permitted by California law
as it may be amended from time to time, as well as additional indemnification.
Under such additional indemnification provisions, however, an individual will
not receive indemnification for judgments, settlements or expenses if he or she
is found liable to us (except to the extent the court determines he or she is
fairly and reasonably entitled to indemnify for expenses), for settlements we
have not approved or for settlements and expenses if the settlement is not
approved by the court. The indemnification agreements allow us to advance to the
individual any and all reasonable expenses (including legal fees and expenses)
incurred in investigating or defending any such action, suit or proceeding. To
receive an advance of expenses, the individual must provide us with copies of
invoices presented to him or her for such expenses. Also, the individual must
repay such advances upon a final judicial decision that he or she is not
entitled to indemnification. Our Restated Bylaws contain a similar provision
relating to advancement of expenses to a director or officer, subject to an
undertaking to repay if it is ultimately determined that indemnification is
unavailable. In addition, the indemnification of a covered individual continues

                                      II-2
after the individual has left his or her position, so long as the individual is
subject to any possible claim or threatened by reason of the fact that the
individual was acting on our behalf.

         (e) There is directors' and officers' liability insurance now in effect
which insures our directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

      EXHIBIT NUMBER       EXHIBIT

            4.1            Instruments Defining the Rights of Shareholders.
                           Reference is made to our Fifth Amended and Restated
                           Articles of Incorporation which is incorporated by
                           reference to Exhibit 3.1 to our Form 10-Q filed with
                           the SEC on May 15, 2000.

            4.2            Instruments Defining the Rights of Shareholders.
                           Reference is made to our Restated Bylaws, effective
                           as of January 25, 1990, which is incorporated by
                           reference to Exhibit 3.3 of our Form 10-Q, filed with
                           the SEC on May 17, 1999, and the sections entitled
                           "Description of Capital Stock" and "Shares Eligible
                           for Future Sale" contained in our Post-Effective
                           Amendment No. 1 to our Registration Statement on Form
                           S-1 filed with the SEC on May 8, 1992 (Registration
                           No. 33-46758), which are incorporated into this
                           Registration Statement by reference.

            5.1            Opinion and Consent of Brobeck, Phleger &
                           Harrison LLP.

           23.1            Consent of Brobeck, Phleger & Harrison LLP
                           (contained in Exhibit 5.1 of this Registration
                           Statement.)

           23.2            Consent of Arthur Andersen LLP.

           24.1            Power of Attorney.  Reference is made to page II-6 of
                           this Registration Statement.

           99.1            1997 Stock Incentive Plan.

ITEM 9.  UNDERTAKINGS.

         1.       The undersigned registrant hereby undertakes:

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

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

                           (ii)  To reflect in the prospectus any facts or
events arising after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
registration statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement;

                                      II-3
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) shall not apply
if the information required to be in a post-effective amendment by those
paragraphs is contained in periodic reports we file pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference into this 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; and

                  (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the offering.

         2.       The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of our annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference into 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.

         3.       The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.

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

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on January 19,
2001.

                                  4-D NEUROIMAGING

                                  By: /s/ D. Scott Buchanan
                                     --------------------------------------
                                     D. Scott Buchanan
                                     President, Chief Executive Officer,
                                     Principal Executive,
                                     Operating and Financial Officer

                                      II-5
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Scott Buchanan as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                                       TITLE                                        DATE
/s/ D. Scott Buchanan
----------------------------
D. Scott Buchanan                   Chief Executive Officer, President
                                    and Director (Principal Executive,
                                    Operating and Financial Officer)                    January 19, 2001

/s/ Martin P. Egli
----------------------------
Martin P. Egli                      Director                                            January 19, 2001

----------------------------
Galleon Graetz                      Director

/s/ Enrique Maso
----------------------------
Enrique Maso                        Director                                            January 19, 2001

/s/ Antti Ahonen
----------------------------
Antti Ahonen                        Director                                            January 19, 2001

/s/ Martin Velasco
----------------------------
Martin Velasco                      Director                                            January 19, 2001

/s/ Felipe Fernandez Atela
----------------------------
Felipe Fernandez Atela              Director                                            January 19, 2001
II-6
EXHIBIT INDEX

      EXHIBIT NUMBER       EXHIBIT

            4.1            Instruments Defining the Rights of Shareholders.

                           Reference is made to our Fifth Amended and Restated
                           Articles of Incorporation which is incorporated by
                           reference to Exhibit 3.1 to our Form 10-Q filed with
                           the SEC on May 15, 2000.

            4.2            Instruments Defining the Rights of Shareholders.
                           Reference is made to our Restated Bylaws, effective
                           as of January 25, 1990, which is incorporated by
                           reference to Exhibit 3.3 of our Form 10-Q, filed with
                           the SEC on May 17, 1999, and the sections entitled
                           "Description of Capital Stock" and "Shares Eligible
                           for Future Sale" contained in our Post-Effective
                           Amendment No. 1 to our Registration Statement on Form
                           S-1 filed with the SEC on May 8, 1992 (Registration
                           No. 33-46758), which are incorporated into this
                           Registration Statement by reference.

            5.1            Opinion and Consent of Brobeck, Phleger &
                           Harrison LLP.

           23.1            Consent of Brobeck, Phleger & Harrison LLP (contained
                           in Exhibit 5.1 of this Registration Statement.)

           23.2            Consent of Arthur Andersen LLP.

           24.1            Power of Attorney. Reference is made to page II-6 of
                           this Registration Statement.

           99.1            1997 Stock Incentive Plan.