content: ================================================================================
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  ----------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                   ----------------
  
                            DISCOVERY LABORATORIES, INC.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                              94-3171943
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
  350 South Main Street, Suite 307, Doylestown, Pennsylvania               18901
         (Address of Principal Executive Offices)                       (Zip Code)
  
                      Discovery Laboratories, Inc. 401(k) Plan
                              (Full title of the plan)
  
                 Robert J. Capetola, Ph.D., Chief Executive Officer
                            Discovery Laboratories, Inc.
                          350 South Main Street, Suite 307
                           Doylestown, Pennsylvania 18901
                       (Name and address of agent for service)
  
                                   (215) 340-4699
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                     Copies to:
                                 Ira L. Kotel, Esq.
                       Dickstein Shapiro Morin & Oshinsky LLP
                       1177 Avenue of the Americas, 41st Floor
                              New York, New York 10036
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------------------
                                                             Proposed Maximum        Proposed Maximum     Amount of
       Title of Securities              Amount to be          Offering Price        Aggregate Offering   Registration
       to be Registered (1)            Registered(1)           Per Share(3)              Price(3)           Fee(3)
  -------------------------------------------------------------------------------------------------------------------
  <S>                                      <C>                    <C>                   <C>                <C>
  Common Stock, $.001 par value            150,000                $6.965                $1,044,750         $84.52
  -------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
  statement also covers an indeterminate amount of interests to be offered or sold
  pursuant to the employee benefit plan described herein.
  
  (2) Pursuant to Rule 416 (a) under the Securities Act of 1933, the registration
  statement shall be deemed to cover any additional shares of Common Stock, par
  value $0.001 per share, that become issuable under the Discovery Laboratories,
  Inc., 401(k) Plan by reason of any stock dividend, stock split, recapitalization
  or other similar transaction.
  
  (3) Pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, the proposed
  maximum offering price per share of the shares of common stock being offered in
  this Registration Statement is estimated solely for the purpose of determining
  the registration fee the registration fee was completed on the basis of the
  average of the high and low prices of the registrant's Common Stock on the
  NASDAQ SmallCap Market on November 11, 2003.
  
  <PAGE>
  
  PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
  STATEMENT AS SHARES OF COMMON STOCK ISSUED UNDER THE PLAN VEST IN ACCORDANCE
  WITH THE TERMS AND CONDITIONS OF THE PLAN.
  
                                  EXPLANATORY NOTES
  
  This registration statement is being filed by Discovery Laboratories, Inc. (the
  "Company" or the "Registrant"), and relates to 150,000 shares of the Company's
  Common Stock, par value $0.001 per share (the "Common Stock"), that may be
  issued, from time to time, by the Company under the Company's 401(k) Plan (the
  "Plan") pursuant to discretionary matching contributions by the Company of
  Common Stock to employees participating in the Plan. The information called for
  in Part I of Form S-8 is not being prepared with or included in this Form S-8
  (by incorporation by reference or otherwise) in accordance with the rules and
  regulations of the Securities and Exchange Commission ("Commission").
  
  The foregoing capitalized terms that are not otherwise defined herein shall have
  the meanings ascribed to such terms in the Plan.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
  The following documents previously filed with the Commission by the Registrant,
  are incorporated by reference in this Registration Statement:
  
        1. The Registrant's Annual Report on Form 10-K filed with the Commission
        on March 31, 2003, for the fiscal year ended December 31, 2002, as amended
        on Form 10-K/A filed with the Commission on April 30, 2003, including any
        documents or portions thereof incorporated by reference therein;
  
        2. The Registrant's Quarterly Reports on Form 10-Q filed with the
        Commission on: (i) May 15, 2003, for the quarterly period ending March 31,
        2003; and (ii) August 14, 2003, for the quarterly period ending June 30,
        2003;
  
        3. The Registrant's Definitive Proxy Statement dated May 30, 2003, for the
        Annual Meeting of Shareholders held on July 15, 2003, including any
        documents or portions thereof incorporated by reference therein;
  
        4. The Registrant's Current Reports on Form 8-K filed with the Commission
        on: (i) February 26, 2003; (ii) May 21, 2003; (iii) June 5, 2003; (iv)
        June 20, 2003; (v) August 13, 2003; and (vi) October 3, 2003; and
  
  
                                         2
  <PAGE>
  
        5. The Registrant's description of its capital stock contained in its
        Registration Statement on Form 8-A filed with the Commission on July 13,
        1995.
  
  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 securities offered have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be part hereof from the date of filing
  of such documents. Any statement contained herein or in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is incorporated or deemed to be incorporated by reference herein 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.
  
  Item 4. Description of Securities
  
  Not applicable.
  
  Item 5. Interests of Named Experts and Counsel
  
  The validity of the securities being registered hereunder is being passed upon
  for the Registrant by Dickstein Shapiro Morin & Oshinsky LLP. Attorneys of
  Dickstein Shapiro Morin & Oshinsky LLP beneficially own shares of the Common
  Stock and warrants exercisable for shares of Common Stock with an aggregate
  value in excess of $50,000.
  
  Item 6. Indemnification of Directors and Officers
  
  Article Eighth of the Registrant's Certificate of Incorporation limits the
  liability of directors to the maximum extent permitted by Delaware law. Delaware
  law provides that directors of a corporation will not be personally liable for
  monetary damages for breach of their fiduciary duties as directors, except for
  liability for (i) any breach of their duty of loyalty to the corporation or its
  stockholders, (ii) acts or omissions not in good faith or that involve
  intentional misconduct or a knowing violation of law, (iii) unlawful payments of
  dividends or unlawful stock repurchases or redemptions as provided in Section
  174 of the Delaware General Corporation Law or (iv) any transaction from which
  the director derives an improper personal benefit. The Registrant's By-Laws
  provide that the Registrant shall indemnify its directors and officers, the
  directors and officers of any subsidiary of the Registrant and any other
  individuals acting as directors or officers of any other corporation at the
  request of the Registrant, to the fullest extent permitted by law.
  
  
                                         3
  <PAGE>
  
  The Registrant has entered into indemnification agreements with certain of its
  executive officers containing provisions that may require the Registrant, among
  other things, to indemnify such officers against liabilities that may arise by
  reason of their status or service as officers other than liabilities arising
  from willful misconduct of a culpable nature and to advance certain expenses
  incurred as a result of any proceeding against them as to which they could be
  indemnified. Registrant has obtained directors' and officers' liability
  insurance. These provisions in the Certificate of Incorporation and the By-Laws
  do not eliminate the officers' and directors' fiduciary duty, and in appropriate
  circumstances, equitable remedies such as injunctive or other forms of
  non-monetary relief will remain available under Delaware law. In addition, each
  officer and director will continue to be subject to liability for breach of the
  officer's or director's duty of loyalty to the Registrant for acts or omissions
  not in good faith or involving intentional misconduct, for knowing violations of
  law, for actions leading to improper personal benefit to the officer or director
  and for payment of dividends or approval of stock repurchases or redemptions
  that are unlawful under Delaware law. The provisions also do not affect an
  officer's or director's responsibilities under any other law, such as the
  federal securities laws or state or federal environmental laws.
  
  Item 7. Exemption from Registration Claimed
  
  Not Applicable.
  
  Item 8. Exhibits.
  
  Number            Description
  ------            -----------
  
  5.1               Opinion of Dickstein Shapiro Morin & Oshinsky LLP, regarding
                    the validity of the securities being registered.
  
  23.1              Consent of Dickstein Shapiro Morin & Oshinsky LLP (included in
                    its opinion filed as Exhibit 5.1 hereto).
  
  23.2              Consent of Ernst & Young LLP, Independent Auditors.
  
  23.3              Consent of Eisner LLP independent auditors.
  
  24.1              Power of Attorney (included on signature pages hereto).
  
  Item 9. Undertakings.
  
  We, the undersigned Registrant hereby undertake:
  
        (1) To file, during any period in which offers or sales are being made, a
        post-effective amendment to the Registrant Statement to:
  
        (i) To Include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
  
        (ii) To reflect in the prospectus any facts or events arising after the
        effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) that individually or in the aggregate
        represent a fundamental change in the information set forth in the
        Registration Statement; and
  
  
                                         4
  <PAGE>
  
        (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 information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
  in the Registration Statement.
  
        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be deemed
        to be a new registration statement relating to the securities offered
        therein, and the offering of such securities at that time shall be deemed
        to be the initial bona fide offering thereof.
  
        (3) To remove from registration by means of a post-effective amendment any
        of the securities being registered which remain unsold at the termination
        of the offering.
  
        (4) The undersigned registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing of
        the registrant's annual report pursuant to section 13(a) or section 15(d)
        of the Securities Exchange Act of 1934 (and, where applicable, each filing
        of an employee benefit plan's annual report pursuant to section 15(d) of
        the Securities Exchange Act of 1934) 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.
  
        (5) Insofar as indemnification for liabilities arising under the
        Securities Act of 1933 may be permitted to directors, officers and
        controlling persons of the registrant pursuant to the foregoing
        provisions, or otherwise, the registrant has been advised that in the
        opinion of the Securities and Exchange Commission such indemnification is
        against public policy as expressed in the Act and is, therefore,
        unenforceable. In the event that a claim for indemnification against such
        liabilities (other than the payment by the registrant of expenses incurred
        or paid by a director, officer or controlling person of the registrant in
        the successful defense of any action, suit or proceeding) is asserted by
        such director, officer or controlling person in connection with the
        securities being registered, the registrant will, unless in the opinion of
        its counsel the matter has been settled by controlling precedent, submit
        to a court of appropriate jurisdiction the question whether such
        indemnification by it is against public policy as expressed in the Act and
        will be governed by the final adjudication of such issue.
  
  
                                         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 Doylestown, Commonwealth of Pennsylvania on this 12th
  day of November, 2003.
  
                                         DISCOVERY LABORATORIES, INC.
  
  
                                         By: /s/ Robert J. Capetola
                                             -------------------------------------
                                             Name:  Robert J. Capetola, Ph.D.
                                             Title: President and
                                                    Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  under the heading "Signature" constitutes and appoints Robert J. Capetola, Ph.D.
  and David L. Lopez, CPA, Esq. his true and lawful attorney-in-fact and agent
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities to sign any or all amendments to this
  Registration Statement, and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the United States Securities and
  Exchange Commission, granting unto said attorneys-in-fact and agents, each
  acting alone, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises, as fully for
  all intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, each acting alone, or his
  substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  Signature                     Name & Title                     Date
  ---------                     ------------                     ----
  
  
  /s/ Robert J. Capetola        Robert J. Capetola, Ph.D.        November 12, 2003
  ------------------------      President, Chief Executive
                                Officer and Director
                                (Principal Executive Officer)
  
  
  /s/ John G. Cooper            John G. Cooper                   November 12, 2003
  ------------------------      Senior Vice President and
                                Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer)
  
  
                                         6
  <PAGE>
  
  
  /s/ Herbert McDade            Herbert McDade, Jr.              November 12, 2003
  ------------------------      Chairman of the Board of
                                Directors
  
  
  /s/ Max Link                  Max Link, Ph.D.                  November 12, 2003
  ------------------------      Director
  
  
                                Antonio Esteve, Ph.D.            November 12, 2003
  ------------------------      Director
  
  
  /s/ Marvin E. Rosenthale      Marvin E. Rosenthale, Ph.D.      November 12, 2003
  ------------------------      Director
  
  
                                         7
  <PAGE>
  
                            Discovery Laboratories, Inc.
                                      Form S-8
                                  Index to Exhibits
  
  Exhibit No.                         Description
  -----------                         -----------
  
  5.1               Opinion of Dickstein Shapiro Morin & Oshinsky LLP, legal
                    counsel.
  
  23.1              Consent of Dickstein Shapiro Morin & Oshinsky LLP, legal
                    counsel (included in Exhibit 5.1).
  
  23.2              Consent of Ernst & Young LLP, independent auditors.
  
  23.3              Consent of Eisner LLP independent auditors.
  
  24.1              Powers of Attorney (included in Signature Pages to this
                    Registration Statement on Form S-3).
  
  
                                         8
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metadata_filer: {"company-data": {"conformed-name": "DISCOVERY LABORATORIES INC /DE/", "cik": "0000946486", "assigned-sic": "2836", "irs-number": "943171943", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110412", "film-number": "03993290"}, "business-address": {"street1": "350 MAIN STREET SUITE 307", "city": "DOYLESTOWN", "state": "PA", "zip": "18901", "phone": "2152404699"}, "mail-address": {"street1": "350 MAIN STREET SUITE 307", "city": "DOYLESTOWN", "state": "PA", "zip": "18901"}, "former-company": [{"former-conformed-name": "ANSAN PHARMACEUTICALS INC", "date-changed": "19961121"}, {"former-conformed-name": "ANSAN INC", "date-changed": "19950609"}]}
text: ================================================================================
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  ----------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                   ----------------
  
                            DISCOVERY LABORATORIES, INC.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                              94-3171943
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
  350 South Main Street, Suite 307, Doylestown, Pennsylvania               18901
         (Address of Principal Executive Offices)                       (Zip Code)
  
                      Discovery Laboratories, Inc. 401(k) Plan
                              (Full title of the plan)
  
                 Robert J. Capetola, Ph.D., Chief Executive Officer
                            Discovery Laboratories, Inc.
                          350 South Main Street, Suite 307
                           Doylestown, Pennsylvania 18901
                       (Name and address of agent for service)
  
                                   (215) 340-4699
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                     Copies to:
                                 Ira L. Kotel, Esq.
                       Dickstein Shapiro Morin & Oshinsky LLP
                       1177 Avenue of the Americas, 41st Floor
                              New York, New York 10036
  
                           CALCULATION OF REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------
                                                             Proposed Maximum        Proposed Maximum     Amount of
       Title of Securities              Amount to be          Offering Price        Aggregate Offering   Registration
       to be Registered (1)            Registered(1)           Per Share(3)              Price(3)           Fee(3)
  -------------------------------------------------------------------------------------------------------------------
  Common Stock, $.001 par value            150,000                $6.965                $1,044,750         $84.52
  -------------------------------------------------------------------------------------------------------------------
  (1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
  statement also covers an indeterminate amount of interests to be offered or sold
  pursuant to the employee benefit plan described herein.
  
  (2) Pursuant to Rule 416 (a) under the Securities Act of 1933, the registration
  statement shall be deemed to cover any additional shares of Common Stock, par
  value $0.001 per share, that become issuable under the Discovery Laboratories,
  Inc., 401(k) Plan by reason of any stock dividend, stock split, recapitalization
  or other similar transaction.
  
  (3) Pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, the proposed
  maximum offering price per share of the shares of common stock being offered in
  this Registration Statement is estimated solely for the purpose of determining
  the registration fee the registration fee was completed on the basis of the
  average of the high and low prices of the registrant's Common Stock on the
  NASDAQ SmallCap Market on November 11, 2003.
  PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
  STATEMENT AS SHARES OF COMMON STOCK ISSUED UNDER THE PLAN VEST IN ACCORDANCE
  WITH THE TERMS AND CONDITIONS OF THE PLAN.
  
                                  EXPLANATORY NOTES
  
  This registration statement is being filed by Discovery Laboratories, Inc. (the
  "Company" or the "Registrant"), and relates to 150,000 shares of the Company's
  Common Stock, par value $0.001 per share (the "Common Stock"), that may be
  issued, from time to time, by the Company under the Company's 401(k) Plan (the
  "Plan") pursuant to discretionary matching contributions by the Company of
  Common Stock to employees participating in the Plan. The information called for
  in Part I of Form S-8 is not being prepared with or included in this Form S-8
  (by incorporation by reference or otherwise) in accordance with the rules and
  regulations of the Securities and Exchange Commission ("Commission").
  
  The foregoing capitalized terms that are not otherwise defined herein shall have
  the meanings ascribed to such terms in the Plan.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
  The following documents previously filed with the Commission by the Registrant,
  are incorporated by reference in this Registration Statement:
  
        1. The Registrant's Annual Report on Form 10-K filed with the Commission
        on March 31, 2003, for the fiscal year ended December 31, 2002, as amended
        on Form 10-K/A filed with the Commission on April 30, 2003, including any
        documents or portions thereof incorporated by reference therein;
  
        2. The Registrant's Quarterly Reports on Form 10-Q filed with the
        Commission on: (i) May 15, 2003, for the quarterly period ending March 31,
        2003; and (ii) August 14, 2003, for the quarterly period ending June 30,
        2003;
  
        3. The Registrant's Definitive Proxy Statement dated May 30, 2003, for the
        Annual Meeting of Shareholders held on July 15, 2003, including any
        documents or portions thereof incorporated by reference therein;
  
        4. The Registrant's Current Reports on Form 8-K filed with the Commission
        on: (i) February 26, 2003; (ii) May 21, 2003; (iii) June 5, 2003; (iv)
        June 20, 2003; (v) August 13, 2003; and (vi) October 3, 2003; and
  
                                         2
  5. The Registrant's description of its capital stock contained in its
        Registration Statement on Form 8-A filed with the Commission on July 13,
        1995.
  
  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 securities offered have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be part hereof from the date of filing
  of such documents. Any statement contained herein or in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is incorporated or deemed to be incorporated by reference herein 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.
  
  Item 4. Description of Securities
  
  Not applicable.
  
  Item 5. Interests of Named Experts and Counsel
  
  The validity of the securities being registered hereunder is being passed upon
  for the Registrant by Dickstein Shapiro Morin & Oshinsky LLP. Attorneys of
  Dickstein Shapiro Morin & Oshinsky LLP beneficially own shares of the Common
  Stock and warrants exercisable for shares of Common Stock with an aggregate
  value in excess of $50,000.
  
  Item 6. Indemnification of Directors and Officers
  
  Article Eighth of the Registrant's Certificate of Incorporation limits the
  liability of directors to the maximum extent permitted by Delaware law. Delaware
  law provides that directors of a corporation will not be personally liable for
  monetary damages for breach of their fiduciary duties as directors, except for
  liability for (i) any breach of their duty of loyalty to the corporation or its
  stockholders, (ii) acts or omissions not in good faith or that involve
  intentional misconduct or a knowing violation of law, (iii) unlawful payments of
  dividends or unlawful stock repurchases or redemptions as provided in Section
  174 of the Delaware General Corporation Law or (iv) any transaction from which
  the director derives an improper personal benefit. The Registrant's By-Laws
  provide that the Registrant shall indemnify its directors and officers, the
  directors and officers of any subsidiary of the Registrant and any other
  individuals acting as directors or officers of any other corporation at the
  request of the Registrant, to the fullest extent permitted by law.
  
                                         3
  The Registrant has entered into indemnification agreements with certain of its
  executive officers containing provisions that may require the Registrant, among
  other things, to indemnify such officers against liabilities that may arise by
  reason of their status or service as officers other than liabilities arising
  from willful misconduct of a culpable nature and to advance certain expenses
  incurred as a result of any proceeding against them as to which they could be
  indemnified. Registrant has obtained directors' and officers' liability
  insurance. These provisions in the Certificate of Incorporation and the By-Laws
  do not eliminate the officers' and directors' fiduciary duty, and in appropriate
  circumstances, equitable remedies such as injunctive or other forms of
  non-monetary relief will remain available under Delaware law. In addition, each
  officer and director will continue to be subject to liability for breach of the
  officer's or director's duty of loyalty to the Registrant for acts or omissions
  not in good faith or involving intentional misconduct, for knowing violations of
  law, for actions leading to improper personal benefit to the officer or director
  and for payment of dividends or approval of stock repurchases or redemptions
  that are unlawful under Delaware law. The provisions also do not affect an
  officer's or director's responsibilities under any other law, such as the
  federal securities laws or state or federal environmental laws.
  
  Item 7. Exemption from Registration Claimed
  
  Not Applicable.
  
  Item 8. Exhibits.
  
  Number            Description
  ------            -----------
  
  5.1               Opinion of Dickstein Shapiro Morin & Oshinsky LLP, regarding
                    the validity of the securities being registered.
  
  23.1              Consent of Dickstein Shapiro Morin & Oshinsky LLP (included in
                    its opinion filed as Exhibit 5.1 hereto).
  
  23.2              Consent of Ernst & Young LLP, Independent Auditors.
  
  23.3              Consent of Eisner LLP independent auditors.
  
  24.1              Power of Attorney (included on signature pages hereto).
  
  Item 9. Undertakings.
  
  We, the undersigned Registrant hereby undertake:
  
        (1) To file, during any period in which offers or sales are being made, a
        post-effective amendment to the Registrant Statement to:
  
        (i) To Include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
  
        (ii) To reflect in the prospectus any facts or events arising after the
        effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) that individually or in the aggregate
        represent a fundamental change in the information set forth in the
        Registration Statement; and
  
                                         4
  (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 information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the Registrant pursuant to Section 13 or
  15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
  in the Registration Statement.
  
        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be deemed
        to be a new registration statement relating to the securities offered
        therein, and the offering of such securities at that time shall be deemed
        to be the initial bona fide offering thereof.
  
        (3) To remove from registration by means of a post-effective amendment any
        of the securities being registered which remain unsold at the termination
        of the offering.
  
        (4) The undersigned registrant hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing of
        the registrant's annual report pursuant to section 13(a) or section 15(d)
        of the Securities Exchange Act of 1934 (and, where applicable, each filing
        of an employee benefit plan's annual report pursuant to section 15(d) of
        the Securities Exchange Act of 1934) 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.
  
        (5) Insofar as indemnification for liabilities arising under the
        Securities Act of 1933 may be permitted to directors, officers and
        controlling persons of the registrant pursuant to the foregoing
        provisions, or otherwise, the registrant has been advised that in the
        opinion of the Securities and Exchange Commission such indemnification is
        against public policy as expressed in the Act and is, therefore,
        unenforceable. In the event that a claim for indemnification against such
        liabilities (other than the payment by the registrant of expenses incurred
        or paid by a director, officer or controlling person of the registrant in
        the successful defense of any action, suit or proceeding) is asserted by
        such director, officer or controlling person in connection with the
        securities being registered, the registrant will, unless in the opinion of
        its counsel the matter has been settled by controlling precedent, submit
        to a court of appropriate jurisdiction the question whether such
        indemnification by it is against public policy as expressed in the Act and
        will be governed by the final adjudication of such issue.
  
                                         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 Doylestown, Commonwealth of Pennsylvania on this 12th
  day of November, 2003.
  
                                         DISCOVERY LABORATORIES, INC.
  
                                         By: /s/ Robert J. Capetola
                                             -------------------------------------
                                             Name:  Robert J. Capetola, Ph.D.
                                             Title: President and
                                                    Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  under the heading "Signature" constitutes and appoints Robert J. Capetola, Ph.D.
  and David L. Lopez, CPA, Esq. his true and lawful attorney-in-fact and agent
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities to sign any or all amendments to this
  Registration Statement, and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the United States Securities and
  Exchange Commission, granting unto said attorneys-in-fact and agents, each
  acting alone, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises, as fully for
  all intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, each acting alone, or his
  substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  Signature                     Name & Title                     Date
  ---------                     ------------                     ----
  
  /s/ Robert J. Capetola        Robert J. Capetola, Ph.D.        November 12, 2003
  ------------------------      President, Chief Executive
                                Officer and Director
                                (Principal Executive Officer)
  
  /s/ John G. Cooper            John G. Cooper                   November 12, 2003
  ------------------------      Senior Vice President and
                                Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer)
  
                                         6
  /s/ Herbert McDade            Herbert McDade, Jr.              November 12, 2003
  ------------------------      Chairman of the Board of
                                Directors
  
  /s/ Max Link                  Max Link, Ph.D.                  November 12, 2003
  ------------------------      Director
  
                                Antonio Esteve, Ph.D.            November 12, 2003
  ------------------------      Director
  
  /s/ Marvin E. Rosenthale      Marvin E. Rosenthale, Ph.D.      November 12, 2003
  ------------------------      Director
  
                                         7
  Discovery Laboratories, Inc.
                                      Form S-8
                                  Index to Exhibits
  
  Exhibit No.                         Description
  -----------                         -----------
  
  5.1               Opinion of Dickstein Shapiro Morin & Oshinsky LLP, legal
                    counsel.
  
  23.1              Consent of Dickstein Shapiro Morin & Oshinsky LLP, legal
                    counsel (included in Exhibit 5.1).
  
  23.2              Consent of Ernst & Young LLP, independent auditors.
  
  23.3              Consent of Eisner LLP independent auditors.
  
  24.1              Powers of Attorney (included in Signature Pages to this
                    Registration Statement on Form S-3).
  
                                         8