SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                  Novamed, Inc.

             (Exact name of registrant as specified in its charter)

         Nevada                                          77-0443643
         --------                                        ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                 623 Hoover Street, Minneapolis, Minnesota 55413
                 -----------------------------------------------
                    (Address of principal executive offices)

                    2000 Stock Benefit Plan of Novamed, Inc.
                    ----------------------------------------
                            (Full title of the plan)



            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (612) 378-1437

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

Title of Securities to be      Amounts to       Proposed Maximum        Proposed Maximum        Amount of
   Registered                     be            Offering Price Per      Aggregate Offering      Registration
                               Registered       Share(1)                Price                   Fee
<S>                           <C>               <C>                     <C>                     <C>
Common Stock, 0.001 par         1,315,000           $0.50                 $657,500               $173.58
     value
============================== ================ ======================  ======================= ==============
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of February 29, 2000 a date within five business days prior to
         the date of filing of this  registration  statement.  Pursuant  to Rule
         416(c) under the Securities Act of 1933,  this  Registration  Statement
         covers an  indeterminate  amount of  interests  to be  offered  or sold
         pursuant to the Plan described herein.

                                        1


<PAGE>




                    2000 Stock Benefit Plan of NovaMed, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings         Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents filed by NovaMed,  Inc., a Nevada  corporation
(the "Company"),  with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:

         1. The Company's General  Form for  Registration on Form 10SB/A-2 dated
November 29, 1999.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the filing of the General Form for Registration on the initial Form
10SB filed on August 4, 1999.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's  Form  10SB  filed  with the  Commission  on  August  4,  1999 and any
amendment or report  filed for the purpose of updating  such  description.  Said
description is incorporated herein by reference.  (See "Item 3. Incorporation of
Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No  expert  is named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given

                                        2


<PAGE>



an opinion on the validity of the securities being offered hereby was hired on a
contingent  basis or has or is to receive,  in connection with this offering,  a
substantial interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company's Restated Articles of Incorporation,  specifically Article
Eight,  however,  eliminate the personal liability of the officers and directors
to shareholders or the corporation for money damages to the extent  permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary  duty so long as liability is not  eliminated or limited
for acts or  omissions  involving  intentional  misconduct,  fraud or a  knowing
violation of law or the payment of unlawful distributions.

         Section  Eight of Article V of the Company's  Bylaws  provides that the
Company shall indemnify its officers and directors for any liability,  including
reasonable  costs of defense,  arising out of any act or omission of any officer
or director on behalf of the  Corporation  to the fullest  extent allowed by the
laws of the State of Nevada.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses,  including attorney fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
Company. In criminal cases, an officer or director meets the standard of conduct
if they had no reasonable cause to believe his or her conduct was unlawful.  The
board  of  directors  acting  through  a  quorum  of  disinterested   directors,
independent  legal  counsel  designated  by  the  board  of  directors,  or  the
shareholders  shall  determine  whether  indemnification  is  proper  under  the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the Company, the Company may indemnify
an officer  or  director  against  expenses  provided  he or she  satisfies  the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director  adjudged  liable to the  corporation on any claim,  issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability,  and in light of all the  circumstances,  the  officer or director is
fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether  by or in the  right  of the  Company  or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of any  claim,  issue or  matter  therein.  A Nevada
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation shall pay the expenses on behalf

                                        3


<PAGE>



of a  director  or officer  prior to the final  disposition  of the action  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
those  advancements if it is ultimately  determined that the officer or director
is not entitled to  indemnification.  The Nevada  Statute does not exclude other
indemnification  rights to which a director or officer may be entitled under the
articles of incorporation,  the bylaws, an agreement,  a vote of shareholders or
disinterested  directors,  or  otherwise;  provided  that those rights would not
indemnify an officer or director against a judgment or other final  adjudication
adverse to the officer or director that  establishes the officer's or director's
acts or omissions involved intentional  misconduct,  fraud or known violation of
the law and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by  reference to the NRS
Section 78.751,  Article VI, Section 8 of the Company's Bylaws, as amended,  and
Article Eight of the Company's Restated Articles of Incorporation.

Item 7.   Exemption from Registration Claimed

         No restricted  securities  are being  re-offered or resold  pursuant to
this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement 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) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (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 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.

                                        4


<PAGE>



(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or 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.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        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 Salt Lake City, Utah on February 29, 2000.

                                                 NovaMed, Inc.

                                     By:  /s/ Ruairidh Campbell
                                        --------------------------------
                                     Ruairidh Campbell as President and Director

                                POWER OF ATTORNEY



         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below   constitutes  and  appoints  Ruairidh  Campbell  with  power  of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may 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 date indicated.

Signature                        Title                                Date

 /s/Ruairidh Campbell     President and Director              February   , 2000
-------------------------                                             ---
Ruairidh Campbell

 /s/Aydin Dogan           Vice President and Director         February   , 2000
-------------------------                                             ---
Dr. Aydin Dogan

 /s/Howard Belllin        Director                            February 29, 2000
-------------------------                                              ---
Dr. Howard Bellin


 /s/Franz Schain          Director                            February    , 2000
-------------------------                                              ---
Dr. Franz Schain





                                        6


<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                                  NovaMed, Inc.
                             (A Nevada corporation)









                                        7


<PAGE>







                                INDEX TO EXHIBITS


                                                                Sequentially
Exhibit   SEC Ref. No.    Description of Exhibit               Numbered Pages
--------   ------------    ----------------------              --------------
  A              4        2000 Stock Benefit Plan of
                          the Company                                9

  B            5, 23(b)   Opinion and consent of Counsel
                          with respect to the legality
                          of the issuance of securities
                          being issued                              14

  C              4        Description and specimen
                          certificate of the Common Stock.          17

  D             23(a)     Consent of Accountant                     18

  E             19        Section 10(A) Prospectus of
                                  Novamed, Inc.                     19










                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18352}]
{"company-data": {"conformed-name": "NOVAMED INC", "cik": "0001036478", "assigned-sic": "6770", "irs-number": "770443643", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31640", "film-number": "560713"}, "business-address": {"street1": "623 HOOVER ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55413", "phone": "6123781437"}, "mail-address": {"street1": "623 HOOVER ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55413"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                  Novamed, Inc.

             (Exact name of registrant as specified in its charter)

         Nevada                                          77-0443643
         --------                                        ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                 623 Hoover Street, Minneapolis, Minnesota 55413
                 -----------------------------------------------
                    (Address of principal executive offices)

                    2000 Stock Benefit Plan of Novamed, Inc.
                    ----------------------------------------
                            (Full title of the plan)

            (Name, address, including zip code, of agent for service)

                   Telephone number for Issuer: (612) 378-1437
CALCULATION OF REGISTRATION FEE

Title of Securities to be      Amounts to       Proposed Maximum        Proposed Maximum        Amount of
   Registered                     be            Offering Price Per      Aggregate Offering      Registration
                               Registered       Share(1)                Price                   Fee
Common Stock, 0.001 par         1,315,000           $0.50                 $657,500               $173.58
     value
============================== ================ ======================  ======================= ==============
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of February 29, 2000 a date within five business days prior to
         the date of filing of this  registration  statement.  Pursuant  to Rule
         416(c) under the Securities Act of 1933,  this  Registration  Statement
         covers an  indeterminate  amount of  interests  to be  offered  or sold
         pursuant to the Plan described herein.

                                        1
2000 Stock Benefit Plan of NovaMed, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings         Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents filed by NovaMed,  Inc., a Nevada  corporation
(the "Company"),  with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:

         1. The Company's General  Form for  Registration on Form 10SB/A-2 dated
November 29, 1999.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the filing of the General Form for Registration on the initial Form
10SB filed on August 4, 1999.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's  Form  10SB  filed  with the  Commission  on  August  4,  1999 and any
amendment or report  filed for the purpose of updating  such  description.  Said
description is incorporated herein by reference.  (See "Item 3. Incorporation of
Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No  expert  is named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given

                                        2
an opinion on the validity of the securities being offered hereby was hired on a
contingent  basis or has or is to receive,  in connection with this offering,  a
substantial interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company's Restated Articles of Incorporation,  specifically Article
Eight,  however,  eliminate the personal liability of the officers and directors
to shareholders or the corporation for money damages to the extent  permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary  duty so long as liability is not  eliminated or limited
for acts or  omissions  involving  intentional  misconduct,  fraud or a  knowing
violation of law or the payment of unlawful distributions.

         Section  Eight of Article V of the Company's  Bylaws  provides that the
Company shall indemnify its officers and directors for any liability,  including
reasonable  costs of defense,  arising out of any act or omission of any officer
or director on behalf of the  Corporation  to the fullest  extent allowed by the
laws of the State of Nevada.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses,  including attorney fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
Company. In criminal cases, an officer or director meets the standard of conduct
if they had no reasonable cause to believe his or her conduct was unlawful.  The
board  of  directors  acting  through  a  quorum  of  disinterested   directors,
independent  legal  counsel  designated  by  the  board  of  directors,  or  the
shareholders  shall  determine  whether  indemnification  is  proper  under  the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the Company, the Company may indemnify
an officer  or  director  against  expenses  provided  he or she  satisfies  the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director  adjudged  liable to the  corporation on any claim,  issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability,  and in light of all the  circumstances,  the  officer or director is
fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether  by or in the  right  of the  Company  or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of any  claim,  issue or  matter  therein.  A Nevada
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation shall pay the expenses on behalf

                                        3
of a  director  or officer  prior to the final  disposition  of the action  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
those  advancements if it is ultimately  determined that the officer or director
is not entitled to  indemnification.  The Nevada  Statute does not exclude other
indemnification  rights to which a director or officer may be entitled under the
articles of incorporation,  the bylaws, an agreement,  a vote of shareholders or
disinterested  directors,  or  otherwise;  provided  that those rights would not
indemnify an officer or director against a judgment or other final  adjudication
adverse to the officer or director that  establishes the officer's or director's
acts or omissions involved intentional  misconduct,  fraud or known violation of
the law and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by  reference to the NRS
Section 78.751,  Article VI, Section 8 of the Company's Bylaws, as amended,  and
Article Eight of the Company's Restated Articles of Incorporation.

Item 7.   Exemption from Registration Claimed

         No restricted  securities  are being  re-offered or resold  pursuant to
this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement 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) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (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 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.

                                        4
(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or 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.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        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 Salt Lake City, Utah on February 29, 2000.

                                                 NovaMed, Inc.

                                     By:  /s/ Ruairidh Campbell
                                        --------------------------------
                                     Ruairidh Campbell as President and Director

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below   constitutes  and  appoints  Ruairidh  Campbell  with  power  of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may 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 date indicated.

Signature                        Title                                Date

 /s/Ruairidh Campbell     President and Director              February   , 2000
-------------------------                                             ---
Ruairidh Campbell

 /s/Aydin Dogan           Vice President and Director         February   , 2000
-------------------------                                             ---
Dr. Aydin Dogan

 /s/Howard Belllin        Director                            February 29, 2000
-------------------------                                              ---
Dr. Howard Bellin

 /s/Franz Schain          Director                            February    , 2000
-------------------------                                              ---
Dr. Franz Schain

                                        6
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                  NovaMed, Inc.
                             (A Nevada corporation)

                                        7
INDEX TO EXHIBITS

                                                                Sequentially
Exhibit   SEC Ref. No.    Description of Exhibit               Numbered Pages
--------   ------------    ----------------------              --------------
  A              4        2000 Stock Benefit Plan of
                          the Company                                9

  B            5, 23(b)   Opinion and consent of Counsel
                          with respect to the legality
                          of the issuance of securities
                          being issued                              14

  C              4        Description and specimen
                          certificate of the Common Stock.          17

  D             23(a)     Consent of Accountant                     18

  E             19        Section 10(A) Prospectus of
                                  Novamed, Inc.                     19

                                        8