SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                           BIOPOOL INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)


        Delaware                                                 58-1729436
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                 370 Interlocken Blvd., Broomfield, Colorado         80021
                  (Address of Principal Executive Offices)         (Zip Code)

              Biopool International, Inc. 2000 Stock Incentive Plan
                            (Full Title of the Plan)

                               Timothy J. Dahltorp
                           Biopool International, Inc.
                              370 Interlocken Blvd.
                           Broomfield, Colorado 80021
                     (Name and Address of Agent for Service)

                                 (805) 654-0643
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             Scott W. Alderton, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                       2029 Century Park East, 24th Floor
                          Los Angeles, California 90067
                                 (310) 229-1000

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                          Proposed      Proposed
                                           Maximum       Maximum
                                          Offering      Aggregate     Amount of
Title of Securities     Amount to be      Price Per     Offering    Registration
 to be Registered        Registered         Share        Price           Fee
--------------------------------------------------------------------------------

Common Stock,       3,000,000 Shares (1)   $0.77 (2)    $2,310,000       $578
$0.01 par value
================================================================================

(1)  In the event of a stock  split,  stock  dividend,  or  similar  transaction
     involving the Registrant's common stock, in order to prevent dilution,  the
     number of shares  registered shall  automatically be increased to cover the
     additional  shares in accordance  with Rule 416(a) under the Securities Act
     of 1933.
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to  Rule  457(h)  under  the  Securities  Act  of  1933.  As  the
     Registrant's  common  stock is  currently  traded  on the Over the  Counter
     Bulletin Board,  the proposed  maximum offering price per share of $0.77 is
     based on the  average  of the high  ($0.78)  and low  ($0.75)  price of our
     common stock on April 3, 2001.



<PAGE>


                                     PART I*

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


     *  Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.


                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange Commission are incorporated herein by reference:

(a)  Annual Report on Form 10-KSB for the year ended December 31, 2000;

(b)  Current Reports on Form 8-K filed on January 25, 2001 (reporting Item 5 and
     Item 7) and February 15, 2001 (reporting Item 5 and Item 7);

(c)  Description of our capital stock contained in our Registration Statement on
     Form S-1 (Registration No. 33-20584); and

(d)  All documents  subsequently filed by Registrant  pursuant to Section 13(a),
     13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange
     Act"),  prior to the filing of a  post-effective  amendment which indicates
     that  all  securities  offered  have  been  sold or which  deregisters  all
     securities  then remaining  unsold,  shall be deemed to be  incorporated by
     reference  in this  Registration  Statement  and to be part hereof from the
     date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The  securities  to be  offered  are  registered  under  Section  12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
the  Registrant  may  indemnify  an officer or  director  who is made a party or
threatened to be made a party to any action or proceeding  (including a law suit
or derivative  action) because of his position,  against  expenses  actually and
reasonably  incurred by him in connection  with the action,  if he acted in good
faith in a manner he  reasonably  believed  to be in or not  opposed to the best
interests  of the  Registrant,  and,  with  respect  to any  criminal  action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. If
the officer or director is adjudged liable to the  Registrant,  indemnity can be
made only by court order. If the director or officer is successful on the merits
or  otherwise,  he  must  be  indemnified  against  all  expenses  actually  and
reasonably incurred.  Also, Section 145 of the DGCL provides that the Registrant
may advance expenses incurred by a director or officer in defending an action or
proceeding  if the  director  or officer  agrees to repay such  amounts if it is
determined that he is not entitled to be indemnified.

     Article  VII,  Section 8.1 of the  Registrant's  Bylaws  provides  that the
Registrant  shall (a)  indemnify  any officer or director who is made a party or
threatened  to be made a party to any action or proceeding by or in the right of
the Registrant,  because of his or her position,  against expenses  actually and
reasonably incurred by him in connection with the action or proceeding,  and (b)
indemnify any officer or director who is made a party or threatened to be made a
party to any action or  proceeding  (other  than an action by or in the right of
the Registrant),  because of his or her position,  against expenses,  judgments,
fines and settlements actually and reasonably incurred by him in connection with
the action or proceeding,  to the fullest extent  permissible  under subsections
(a) through (e) of Section 145 of the DGCL. Thus,  directors and officers of the
Registrant will be indemnified by the Registrant  provided that each such person
acted in good faith and in a manner that he  reasonably  believed  was in or not
opposed to the

                                       2

<PAGE>

Registrant's  best interests,  and, with respect to any criminal action, if such
person had no  reasonable  cause to believe that his conduct was  unlawful.  The
Registrant  may not indemnify a director or officer,  absent of court order,  if
such person was found liable to the Registrant and the Registrant must indemnify
any  director  or  officer  who is  successful  on the  merits  of his  defense.
Additionally,  the Registrant  may advance  expenses to a director or officer in
accordance with Section 145 of the DGCL summarized in the preceding paragraph.

     The Registrant's  Certificate of  Incorporation  provides that the personal
liability  of the  directors of the  corporation  is  eliminated  to the fullest
extent permitted by Section 102(b)(7) of the DGCL. Section 102(b)(7) permits the
Registrant  to  eliminate  the  personal  liability  of  its  directors  to  the
Registrant, or any of its stockholders,  for monetary damages resulting from the
breach of the director's fiduciary duty, except for liability (i) for any breach
of the director's  duty of loyalty to the Registrant or its  stockholders,  (ii)
for acts or omissions not in good faith or which involve intentional  misconduct
or  knowing  violation  of  law,  (iii)  pursuant  to  Section  174 of the  DGCL
(involving  certain  unlawful  dividends or stock  purchases,  as described more
fully  below),  or (iv) for any  transaction  for which the director  derived an
improper personal benefit (the "Liability Provision").

     The Liability  Provision provides the Registrant's  directors with the full
protection  against  personal  liability  that is permitted  under the DGCL. The
Liability Provision  eliminates personal liability of director to the Registrant
or its stockholders for monetary damages in the future if there is any breach of
fiduciary  duty  (including,   without  limitation,   any  liability  for  gross
negligence in the performance of their duties), except (i) for any breach of the
director's  duty of loyalty,  (ii) for  failure to act in good faith,  (iii) for
intentional  misconduct  or knowing  violation of law,  (iv) for  violations  of
section  174 of the DGCL or (v) for any  transaction  from  which  the  director
derived an improper  personal  benefit.  Section 174 of the DGCL  provides  that
directors shall,  under certain  circumstances,  be jointly and severally liable
for willful or negligent violations of Sections 160 and 173 of the DGCL. Section
160 of the DGCL imposes certain  requirements  with respect to stock repurchases
and redemptions,  and Section 173 of the DGCL imposes certain  requirements with
respect  to  dividends.   Subject  to  these  exceptions,  under  the  Liability
Provision, directors do not have any personal liability to the Registrant or its
stockholders  for any violation of fiduciary  duty.  The limitation of liability
only  applies  to  claims by the  Registrant  or its  stockholders  and does not
preclude or limit recovery of damages by third parties,  such as creditors.  The
Liability  Provision  further  provides that any repeal or  modification  of the
limitations on liability set forth in the Liability  Provision does not apply to
acts or omissions of directors that occurred before such repeal or modification.

     The effect of the Liability Provision is to eliminate personal liability of
directors  for  violations  of  their  fiduciary  duty of  care.  The  Liability
Provision   absolves   directors   from  liability  to  the  Registrant  or  its
stockholders for negligence in the performance of their duties,  including gross
negligence. The Liability Provision does not, however, insulate directors of the
Registrant  from liability to the Registrant or its  stockholders  for breach of
the duty of loyalty and for other types of "bad faith" conduct.

     While the Liability  Provision  protects  directors from awards of monetary
damages for  breaches of the duty of care,  it does not  eliminate or change the
duty  of  care.  Accordingly,   the  Liability  Provision  does  not  limit  the
availability of equitable remedies, such as an injunction or rescission based on
a  director's  breach  of the duty of care,  although,  as a  practical  matter,
equitable  remedies may not be available (e.g.,  after a transaction has already
been effected).  The Liability  Provision  eliminates the liability of directors
only for future conduct and does not apply to acts or omission of directors that
occurred  before its adoption.  The Liability  Provision  also does not apply to
claims  against a director  arising out of actions  taken in his  capacity as an
officer, or limit or affect the stockholders'  ability to seek and obtain relief
under any other law, including the federal securities laws.

     The  Liability  Provision  limits the remedies  available to a  stockholder
seeking to  challenge a Board  decision  protected by the  Liability  Provision,
including,  for example,  decisions relating to acquisition proposals or similar
transactions.  The Liability Provision may, therefore,  reduce the likelihood of
derivative   litigation   against   directors,   and  may  discourage  or  deter
stockholders or management from bringing a lawsuit against  directors for breach
of their duty, even though such an action,  if successful,  might otherwise have
benefited the Registrant and its stockholders.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (the  "Securities  Act"),  is  permitted  to directors  and
officers of the  Registrant  pursuant  to the above  statutory  provisions,  the
Registrant  understands  that the Securities  and Exchange  Commission is of the
opinion that such indemnification contravenes federal public policy as expressed
in said act and therefore is unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       3

<PAGE>

ITEM 8.  EXHIBITS.

5.1      Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

10.1     Biopool International, Inc. 2000 Stock Incentive Plan.*

10.2     Forms of Notice of Stock Option Grant and Stock Option Agreement.

10.3     Forms of Stock Purchase Certificate and Stock Purchase Agreement.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
         Exhibit 5.1).

24.1     Power of Attorney (included on signature page).

     * Incorporated by reference to the Registrant's  Definitive Proxy Statement
dated June 23, 2000.

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement 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;

     (2) That,  for the purpose of  determining  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

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

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 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 the  initial  bona fide  offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent,  submit to a court of the 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.

                                       4


<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 Broomfield,  State of Colorado,  on this ____ day of
April, 2001.

                                                 BIOPOOL INTERNATIONAL, INC.
                                                 (Registrant)

                                                 By: /s/ Timothy J. Dahltorp
                                                     ---------------------------
                                                     Timothy J. Dahltorp
                                                     Chief Operating Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Timothy
Dahltorp  as his true and lawful  attorney-in-fact  and agent with full power of
substitution and  resubstitution,  for him and his name, place and stead, in any
and  all  capacities,  to sign  this  Registration  Statement  and to file a new
registration  statement  under  Rule  461 or  Instruction  E of Form  S-8 of the
Securities  Act of 1933 and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  foregoing,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact and agent or their substitutes,  may lawfully do or cause to be
done by virtue hereof.

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

           SIGNATURE                         TITLE                      DATE

/s/ Timothy J. Dahltorp           Chief Operating Officer          April 5, 2001
---------------------------       (Principal Operating
    Timothy J. Dahltorp           Officer), Chief Financial
                                  Officer (Principal Financial
                                  and Accounting Officer) and
                                  Secretary

/s/ John Gerdes, Ph.D.            Vice President, Research &       April 5, 2001
---------------------------       Development and Director
    John Gerdes, Ph.D.

/s/ Michael D. Bick, Ph.D.        Chairman of the Board of         April 5, 2001
---------------------------       Directors
    Michael D. Bick, Ph.D.

/s/ Douglas Ayer                  Director                         April 5, 2001
---------------------------
    Douglas Ayer

/s/ James Chamberlain             Director                         April 5, 2001
---------------------------
    James Chamberlain

/s/ N. Price Paschall             Director                         April 5, 2001
---------------------------
    N. Price Paschall

/s/ Stephen Schultheis            Director                         April 5, 2001
---------------------------
    Stephen Schultheis


                                       5

<PAGE>

                                  EXHIBIT INDEX



Exhibit No.                        Exhibit Description


5.1            Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

10.1           Biopool International, Inc. 2000 Stock Incentive Plan.*

10.2           Forms of Notice of Stock Option Grant and Stock Option Agreement.

10.3           Forms of Stock Purchase Certificate and Stock Purchase Agreement.

23.1           Consent of Ernst & Young LLP.

23.2           Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
               Exhibit 5.1).

24.1           Power of Attorney (included as part of the Signature Page of this
               Registration Statement).



* Incorporated by reference to the Registrant's Definitive Proxy Statement dated
June 23, 2000.


                                       6
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           BIOPOOL INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                                                 58-1729436
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                 370 Interlocken Blvd., Broomfield, Colorado         80021
                  (Address of Principal Executive Offices)         (Zip Code)

              Biopool International, Inc. 2000 Stock Incentive Plan
                            (Full Title of the Plan)

                               Timothy J. Dahltorp
                           Biopool International, Inc.
                              370 Interlocken Blvd.
                           Broomfield, Colorado 80021
                     (Name and Address of Agent for Service)

                                 (805) 654-0643
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             Scott W. Alderton, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                       2029 Century Park East, 24th Floor
                          Los Angeles, California 90067
                                 (310) 229-1000

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                          Proposed      Proposed
                                           Maximum       Maximum
                                          Offering      Aggregate     Amount of
Title of Securities     Amount to be      Price Per     Offering    Registration
 to be Registered        Registered         Share        Price           Fee
--------------------------------------------------------------------------------

Common Stock,       3,000,000 Shares (1)   $0.77 (2)    $2,310,000       $578
$0.01 par value
================================================================================

(1)  In the event of a stock  split,  stock  dividend,  or  similar  transaction
     involving the Registrant's common stock, in order to prevent dilution,  the
     number of shares  registered shall  automatically be increased to cover the
     additional  shares in accordance  with Rule 416(a) under the Securities Act
     of 1933.
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to  Rule  457(h)  under  the  Securities  Act  of  1933.  As  the
     Registrant's  common  stock is  currently  traded  on the Over the  Counter
     Bulletin Board,  the proposed  maximum offering price per share of $0.77 is
     based on the  average  of the high  ($0.78)  and low  ($0.75)  price of our
     common stock on April 3, 2001.
PART I*

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     *  Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange Commission are incorporated herein by reference:

(a)  Annual Report on Form 10-KSB for the year ended December 31, 2000;

(b)  Current Reports on Form 8-K filed on January 25, 2001 (reporting Item 5 and
     Item 7) and February 15, 2001 (reporting Item 5 and Item 7);

(c)  Description of our capital stock contained in our Registration Statement on
     Form S-1 (Registration No. 33-20584); and

(d)  All documents  subsequently filed by Registrant  pursuant to Section 13(a),
     13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange
     Act"),  prior to the filing of a  post-effective  amendment which indicates
     that  all  securities  offered  have  been  sold or which  deregisters  all
     securities  then remaining  unsold,  shall be deemed to be  incorporated by
     reference  in this  Registration  Statement  and to be part hereof from the
     date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The  securities  to be  offered  are  registered  under  Section  12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
the  Registrant  may  indemnify  an officer or  director  who is made a party or
threatened to be made a party to any action or proceeding  (including a law suit
or derivative  action) because of his position,  against  expenses  actually and
reasonably  incurred by him in connection  with the action,  if he acted in good
faith in a manner he  reasonably  believed  to be in or not  opposed to the best
interests  of the  Registrant,  and,  with  respect  to any  criminal  action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. If
the officer or director is adjudged liable to the  Registrant,  indemnity can be
made only by court order. If the director or officer is successful on the merits
or  otherwise,  he  must  be  indemnified  against  all  expenses  actually  and
reasonably incurred.  Also, Section 145 of the DGCL provides that the Registrant
may advance expenses incurred by a director or officer in defending an action or
proceeding  if the  director  or officer  agrees to repay such  amounts if it is
determined that he is not entitled to be indemnified.

     Article  VII,  Section 8.1 of the  Registrant's  Bylaws  provides  that the
Registrant  shall (a)  indemnify  any officer or director who is made a party or
threatened  to be made a party to any action or proceeding by or in the right of
the Registrant,  because of his or her position,  against expenses  actually and
reasonably incurred by him in connection with the action or proceeding,  and (b)
indemnify any officer or director who is made a party or threatened to be made a
party to any action or  proceeding  (other  than an action by or in the right of
the Registrant),  because of his or her position,  against expenses,  judgments,
fines and settlements actually and reasonably incurred by him in connection with
the action or proceeding,  to the fullest extent  permissible  under subsections
(a) through (e) of Section 145 of the DGCL. Thus,  directors and officers of the
Registrant will be indemnified by the Registrant  provided that each such person
acted in good faith and in a manner that he  reasonably  believed  was in or not
opposed to the

                                       2
Registrant's  best interests,  and, with respect to any criminal action, if such
person had no  reasonable  cause to believe that his conduct was  unlawful.  The
Registrant  may not indemnify a director or officer,  absent of court order,  if
such person was found liable to the Registrant and the Registrant must indemnify
any  director  or  officer  who is  successful  on the  merits  of his  defense.
Additionally,  the Registrant  may advance  expenses to a director or officer in
accordance with Section 145 of the DGCL summarized in the preceding paragraph.

     The Registrant's  Certificate of  Incorporation  provides that the personal
liability  of the  directors of the  corporation  is  eliminated  to the fullest
extent permitted by Section 102(b)(7) of the DGCL. Section 102(b)(7) permits the
Registrant  to  eliminate  the  personal  liability  of  its  directors  to  the
Registrant, or any of its stockholders,  for monetary damages resulting from the
breach of the director's fiduciary duty, except for liability (i) for any breach
of the director's  duty of loyalty to the Registrant or its  stockholders,  (ii)
for acts or omissions not in good faith or which involve intentional  misconduct
or  knowing  violation  of  law,  (iii)  pursuant  to  Section  174 of the  DGCL
(involving  certain  unlawful  dividends or stock  purchases,  as described more
fully  below),  or (iv) for any  transaction  for which the director  derived an
improper personal benefit (the "Liability Provision").

     The Liability  Provision provides the Registrant's  directors with the full
protection  against  personal  liability  that is permitted  under the DGCL. The
Liability Provision  eliminates personal liability of director to the Registrant
or its stockholders for monetary damages in the future if there is any breach of
fiduciary  duty  (including,   without  limitation,   any  liability  for  gross
negligence in the performance of their duties), except (i) for any breach of the
director's  duty of loyalty,  (ii) for  failure to act in good faith,  (iii) for
intentional  misconduct  or knowing  violation of law,  (iv) for  violations  of
section  174 of the DGCL or (v) for any  transaction  from  which  the  director
derived an improper  personal  benefit.  Section 174 of the DGCL  provides  that
directors shall,  under certain  circumstances,  be jointly and severally liable
for willful or negligent violations of Sections 160 and 173 of the DGCL. Section
160 of the DGCL imposes certain  requirements  with respect to stock repurchases
and redemptions,  and Section 173 of the DGCL imposes certain  requirements with
respect  to  dividends.   Subject  to  these  exceptions,  under  the  Liability
Provision, directors do not have any personal liability to the Registrant or its
stockholders  for any violation of fiduciary  duty.  The limitation of liability
only  applies  to  claims by the  Registrant  or its  stockholders  and does not
preclude or limit recovery of damages by third parties,  such as creditors.  The
Liability  Provision  further  provides that any repeal or  modification  of the
limitations on liability set forth in the Liability  Provision does not apply to
acts or omissions of directors that occurred before such repeal or modification.

     The effect of the Liability Provision is to eliminate personal liability of
directors  for  violations  of  their  fiduciary  duty of  care.  The  Liability
Provision   absolves   directors   from  liability  to  the  Registrant  or  its
stockholders for negligence in the performance of their duties,  including gross
negligence. The Liability Provision does not, however, insulate directors of the
Registrant  from liability to the Registrant or its  stockholders  for breach of
the duty of loyalty and for other types of "bad faith" conduct.

     While the Liability  Provision  protects  directors from awards of monetary
damages for  breaches of the duty of care,  it does not  eliminate or change the
duty  of  care.  Accordingly,   the  Liability  Provision  does  not  limit  the
availability of equitable remedies, such as an injunction or rescission based on
a  director's  breach  of the duty of care,  although,  as a  practical  matter,
equitable  remedies may not be available (e.g.,  after a transaction has already
been effected).  The Liability  Provision  eliminates the liability of directors
only for future conduct and does not apply to acts or omission of directors that
occurred  before its adoption.  The Liability  Provision  also does not apply to
claims  against a director  arising out of actions  taken in his  capacity as an
officer, or limit or affect the stockholders'  ability to seek and obtain relief
under any other law, including the federal securities laws.

     The  Liability  Provision  limits the remedies  available to a  stockholder
seeking to  challenge a Board  decision  protected by the  Liability  Provision,
including,  for example,  decisions relating to acquisition proposals or similar
transactions.  The Liability Provision may, therefore,  reduce the likelihood of
derivative   litigation   against   directors,   and  may  discourage  or  deter
stockholders or management from bringing a lawsuit against  directors for breach
of their duty, even though such an action,  if successful,  might otherwise have
benefited the Registrant and its stockholders.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended (the  "Securities  Act"),  is  permitted  to directors  and
officers of the  Registrant  pursuant  to the above  statutory  provisions,  the
Registrant  understands  that the Securities  and Exchange  Commission is of the
opinion that such indemnification contravenes federal public policy as expressed
in said act and therefore is unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       3
ITEM 8.  EXHIBITS.

5.1      Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

10.1     Biopool International, Inc. 2000 Stock Incentive Plan.*

10.2     Forms of Notice of Stock Option Grant and Stock Option Agreement.

10.3     Forms of Stock Purchase Certificate and Stock Purchase Agreement.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
         Exhibit 5.1).

24.1     Power of Attorney (included on signature page).

     * Incorporated by reference to the Registrant's  Definitive Proxy Statement
dated June 23, 2000.

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement 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;

     (2) That,  for the purpose of  determining  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

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

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 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 the  initial  bona fide  offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent,  submit to a court of the 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.

                                       4
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 Broomfield,  State of Colorado,  on this ____ day of
April, 2001.

                                                 BIOPOOL INTERNATIONAL, INC.
                                                 (Registrant)

                                                 By: /s/ Timothy J. Dahltorp
                                                     ---------------------------
                                                     Timothy J. Dahltorp
                                                     Chief Operating Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Timothy
Dahltorp  as his true and lawful  attorney-in-fact  and agent with full power of
substitution and  resubstitution,  for him and his name, place and stead, in any
and  all  capacities,  to sign  this  Registration  Statement  and to file a new
registration  statement  under  Rule  461 or  Instruction  E of Form  S-8 of the
Securities  Act of 1933 and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  foregoing,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact and agent or their substitutes,  may lawfully do or cause to be
done by virtue hereof.

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

           SIGNATURE                         TITLE                      DATE

/s/ Timothy J. Dahltorp           Chief Operating Officer          April 5, 2001
---------------------------       (Principal Operating
    Timothy J. Dahltorp           Officer), Chief Financial
                                  Officer (Principal Financial
                                  and Accounting Officer) and
                                  Secretary

/s/ John Gerdes, Ph.D.            Vice President, Research &       April 5, 2001
---------------------------       Development and Director
    John Gerdes, Ph.D.

/s/ Michael D. Bick, Ph.D.        Chairman of the Board of         April 5, 2001
---------------------------       Directors
    Michael D. Bick, Ph.D.

/s/ Douglas Ayer                  Director                         April 5, 2001
---------------------------
    Douglas Ayer

/s/ James Chamberlain             Director                         April 5, 2001
---------------------------
    James Chamberlain

/s/ N. Price Paschall             Director                         April 5, 2001
---------------------------
    N. Price Paschall

/s/ Stephen Schultheis            Director                         April 5, 2001
---------------------------
    Stephen Schultheis

                                       5
EXHIBIT INDEX

Exhibit No.                        Exhibit Description

5.1            Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

10.1           Biopool International, Inc. 2000 Stock Incentive Plan.*

10.2           Forms of Notice of Stock Option Grant and Stock Option Agreement.

10.3           Forms of Stock Purchase Certificate and Stock Purchase Agreement.

23.1           Consent of Ernst & Young LLP.

23.2           Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
               Exhibit 5.1).

24.1           Power of Attorney (included as part of the Signature Page of this
               Registration Statement).

* Incorporated by reference to the Registrant's Definitive Proxy Statement dated
June 23, 2000.

                                       6