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<TITLE>As filed with the Securities and Exchange Commission on November 28, 2000</TITLE>
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<FONT SIZE=2><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on November 28, 2000</P>

<B><P ALIGN="CENTER">File No. 333-</P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, D.C. 20549</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">REGISTRATION STATEMENT</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Under the Securities Act of 1933</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">LIFEPOINT, INC.</P>
</B><I><P ALIGN="CENTER">(Exact Name of Registrant as Specified in Its Charter)</P>
<P ALIGN="CENTER"></P>
</I><B><U><P>Delaware&#9;&#9;&#9;&#9;&#9;&#9;</B></U>&#9;<B><U>33-0539168&#9;&#9;&#9;</P>
</B></U><I><P>(State or Other Jurisdiction of Incorporation or Organization)&#9;&#9;(I.R.S. Employer Identification No.)</P>

</I><B><U><P>1205 South Dupont Street, Ontario, California</B></U>&#9;&#9;&#9;<B><U>91761</B>_&#9;</P>
</U><I><P>(Address of Principal Executive Offices&#9;&#9;&#9;&#9;(Zip Code)</P>
</I>
<B><U><P ALIGN="CENTER">LifePoint, Inc. 2000 Stock Option Plan</P>
</B></U><I><P ALIGN="CENTER">(Full Title of the Plan)</P>
<P ALIGN="CENTER"></P>
</I><P ALIGN="CENTER">Ms. Linda H. Masterson</P>
<P ALIGN="CENTER">LifePoint, Inc.</P>
<P ALIGN="CENTER">1205 South Dupont Street</P>
<P ALIGN="CENTER">Ontario, CA 91761</P>
<P>&#9;&#9;&#9;<B><U>&#9;&#9;   (909) 418-3023&#9;&#9;&#9;&#9;</P>
</B></U><I><P ALIGN="CENTER">(Name, Address and Telephone Number of Agent for Service)</P>
</I><P ALIGN="CENTER"></P>
<I><P ALIGN="CENTER">Copy to:</P>
<P ALIGN="CENTER"></P>
</I><P ALIGN="CENTER">Robert W. Berend, Esq.</P>
<P ALIGN="CENTER">Wachtel &amp; Masyr, LLP</P>
<P ALIGN="CENTER">110 East 59<SUP>th</SUP> Street</P>
<P ALIGN="CENTER">New York, N.Y. 10022</P>
<P ALIGN="CENTER">(212) 909-9602</P>
<P ALIGN="CENTER"></P>
<B><U><P ALIGN="CENTER">&#9;&#9;&#9;&#9;&#9;CALCULATION OF REGISTRATION FEE&#9;&#9;&#9;</P>
</B></U></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=726>
<TR><TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Title of Securities</P>
<U><P ALIGN="CENTER">To Be Registered</U></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Amount</P>
<U><P ALIGN="CENTER">To Be Registered</U></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Proposed</P>
<P ALIGN="CENTER">Maximum Offering</P>
<U><P ALIGN="CENTER">Price Per Share<SUP>(1)</U></SUP></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Proposed</P>
<P ALIGN="CENTER">Maximum Aggregate <U>Offering Price<SUP>(1)</U></SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Amount of</P>
<U><P ALIGN="CENTER">Registration Fee</U></FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">Common Stock, $.001 par value, issuable upon the exercise of options</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">2,000,000 Shares</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP"><DIR>

<FONT SIZE=1><P ALIGN="CENTER">$4.9375<SUP>(2)</DIR>
</SUP></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP"><DIR>

<FONT SIZE=1><P ALIGN="CENTER">$9,875,000<SUP>(2)</DIR>
</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP"><DIR>

<FONT SIZE=1><P ALIGN="CENTER">$2,607.00</DIR>
</FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="17%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=1>
<U><P>&#9;&#9;&#9;</P>
</U>
<SUP><P>(1)</SUP>&#9;Estimated solely for the purpose of calculating the registration fee.</P>
<DIR>
<DIR>

<SUP><P>(2)</SUP>&#9;The proposed maximum offering price and the registration fee for the shares to be issued upon the exercise of the options are computed, pursuant to paragraphs (c) and (h) of Rule 457, on the basis of the closing sales price on
November 27, 2000 as reported on the American Stock Exchange LLC.</P>
</DIR>
</DIR>

</FONT><B><P ALIGN="CENTER">PART II</P>
</B>
<B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
</B>
<B><P>Item 3.&#9;  Incorporation of Documents by Reference</P>

</B><P>&#9;The following documents have been filed by LifePoint, Inc. (the &quot;Company&quot; or the &quot;Registrant&quot;) with the Securities and Exchange Commission (the &quot;Commission&quot;) and are incorporated in this Registration Statement by
reference:</P>

<OL TYPE="a">

<OL TYPE="a">

<LI>the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2000;</LI>

<LI>the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;</LI>

<LI>the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000; and</LI>

<LI>the description of the Company's Common Stock, $.001 par value (the &quot;Common Stock&quot;), as contained in the Company's Registration Statement on Form 8-A filed on April 18, 2000 under the Securities Exchange Act of 1934, as amended (the &quot;
Exchange Act&quot;).</LI></OL>
</OL>


<P>All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered hereby have been sold or which deregisters
all shares then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being
hereinafter referred to as the &quot;Incorporated Documents&quot;); provided, however, that the documents enumerated above and subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which
the offering made hereby is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference herein or be part hereof from and after the
filing of such Annual Report on Form 10-K.</P>

<P>Any statement contained in an Incorporated Document or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed
Incorporated Document 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 hereof.</P>

<B><P>Item 4.&#9;  Description of Securities</P>
</B>
<P>Not applicable.</P>
<B><P>Item 5.&#9;  Interests of Named Experts and Counsel</P>

</B><P>The financial statements of the Company appearing in the Company's Annual Report (Form 10-KSB) at March 31, 2000 and for each of the two years in the period ended March 31, 2000 have been audited by Ernst &amp; Young LLP, independent auditors,
and, for the period from October 8, 1992 (inception) through March 31, 1995, by Wolinetz, Gottlieb &amp; Lafazan, P.C., independent certified public accountants, as set forth in their respective reports thereon included therein and incorporated herein by
reference.  Such financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.</P>

<P>The validity of the shares offered hereby will be passed upon for the Company by Wachtel &amp; Masyr, LLP, 110 East 59<SUP>th</SUP> Street, New York, New York 10022.</P>

<B><P>Item 6.&#9;  Indemnification of Directors and Officers</P>

</B><P>The Company's Certificate of Incorporation provides that a director of the Company will not be personally liable to the Company or its stockholders for monetary damages for a breach of his or her fiduciary duty as a director, except, if required
by the General Corporation Law of the State of Delaware (the &quot;GCL&quot;), as amended from time to time, for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) under  Section 174 of the GCL, which concerns unlawful payments of dividends, stock purchases or redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.  Neither the amendment nor repeal of such provision will eliminate or reduce the effect of such provision in respect of any matter occurring, or any cause of action, suit or claim that, but for such provision, would accrue or
arise, prior to such amendment or repeal.</P>

<P>While the Certificate of Incorporation provides directors with protection from awards for monetary damages for breach of their duty of care, it does not eliminate such duty.  Accordingly, the Certificate of Incorporation will have no effect on the
availability of equitable remedies such as an injunction or rescission based on a director's breach of his or her duty of care.</P>
<B>
</B><P>The Company's Certificate of Incorporation provides for the maximum indemnification of the Company's officers and directors, employees and agents as permitted by Section 145 of the GCL.  Section 145(a) of the GCL empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except in the case of an action by or in the
right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or
other enterprise.  Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable
cause to believe his or her conduct was unlawful.</P>
<P>Pursuant to Section 145(b) of the GCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which
he or she reasonably believed to be in or not opposed to the best interests of the corporation.  Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>

<P>To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, then,
pursuant to Section 145(c) of the GCL, he or she must be indemnified by the corporation against expenses, including attorney's fees, actually and reasonably incurred by him or her in connection with the defense.  Any indemnification under subsections (a)
and (b) of Section 145 of the GCL, unless ordered by a court or advanced pursuant to this Section, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances.  The determination must be made pursuant to subsection (d) of Section 145 if the person is a director or officer at the time of the determination: (a) by the stockholders; (b) by a majority vote of the directors who
were not parties to the action, suit or proceeding, even if less than a quorum; (c) by a majority vote of a committee consisting of directors who were not parties to the action, suit or proceeding, even if less than a quorum; or (d) if there are no
directors who were not parties to the action, suit or proceeding, or if such directors so order, by independent legal counsel in a written opinion.</P>

<P>Pursuant to Section 145(e) of the GCL, a corporation may provide that the expenses of a director or officer incurred in defending a civil or criminal action, suit or proceeding be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be
indemnified by the corporation.</P>

<P>The indemnification and advancement of expenses authorized pursuant to the subsections of Section 145 of the GCL described above: (a) do not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to an action in his or her official capacity and as to an action in another capacity while holding his or her office, and (b) continues for a person who has
ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.</P>
<P>Section 145(g) of the GCL permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such,
whether or not the corporation would have the power to indemnify such person against such liability under Section 145.  The Company has in effect a standard directors' and officers' liability insurance policy.</P>

<P>See the last undertaking in Item 9 to this Registration Statement.</P>

<B><P>Item 7.&#9;  Exemption from Registration Claimed</P>
</B>
<P>No option was exercised prior to the effectiveness of this Registration Statement under the Securities Act of 1933, as amended (the &quot;Securities Act&quot;).  Accordingly, the Registrant is of the opinion that, at the time each option is hereafter
exercised under the LifePoint, Inc. 2000 Stock Option Plan, the shares of the Common Stock to be issued upon such exercise will not be &quot;restricted securities&quot; as such term is defined in Rule 144(a)(3) promulgated under the Securities Act and may
be reoffered or resold pursuant to this Registration Statement unless the person exercising the option is an &quot;affiliate&quot; of the Company as such term is defined in Rule 144(a)(1).  In the event that the person is an affiliate, the Registrant
intends to file an Amendment to this Registration Statement containing a reoffer prospectus as provided in General Instruction C to Form S-8 under the Securities Act before permitting a reoffer or resale of the shares.</P>
<B>
<P>Item 8.&#9;  Exhibits</P>
</B>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="14%" VALIGN="TOP">
<B><U><P>Number</B></U></TD>
<TD WIDTH="86%" VALIGN="TOP">
<B><U><P>Exhibit</B></U></TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="86%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(a)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Copy of Registrant's Restated Certificate of Incorporation as filed in Delaware on April 29, 1999 is incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1997.</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(a)(1)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Copy of Amendment to Registrant's Restated Certificate of Incorporation filed as Exhibit 4(a) hereto as filed in Delaware on September 1, 2000 is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(a)(2)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Copy of Registrant's Restated Certificate of Incorporation as filed in Delaware on September 1, 2000 is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(b)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Copy of Registrant's By-Laws as adopted on February 26, 1999 is incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1999.</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(b)(1)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Copy of Registrant's By-Laws as adopted on June 16, 2000 and as effective on September 1, 2000 superseding those filed as Exhibit 4(b) is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000.</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(c)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Copy of LifePoint, Inc. 2000 Stock Option Plan is incorporated by reference to the Registrant's definitive proxy material filed on July 31, 2000.</P>
<B></B></TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(d)(1)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Form of Incentive Stock Option Agreement by and between the Registrant and an Employee as the Optionee pursuant to Exhibit 4(c).</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(d)(2)</TD>
<TD WIDTH="86%" VALIGN="TOP"><DIR>
<DIR>
<DIR>
<DIR>

<P>Form of Incentive Stock Option Agreement by and between the Registrant and</P>
<P>an Employee as the Optionee (with a performance goal) pursuant to Exhibit 4(c).</P>
</DIR>
</DIR>
</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(d)(3)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Form of Non-Qualified Stock Option Agreement by and between the Registrant and a Director as the Optionee pursuant to Exhibit 4(c).</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>4(d)(4)</TD>
<TD WIDTH="86%" VALIGN="TOP">
<P>Form of Non-Qualified  Stock Option Agreement by and between the Registrant and a Consultant as the Optionee pursuant to Exhibit 4(c).</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP" HEIGHT=154><P></P></TD>
<TD WIDTH="86%" VALIGN="TOP" HEIGHT=154>
<P>The Registrant also will use, pursuant to Exhibit 4(c), non-qualified stock option agreements with employees as the Optionees which are similar to the forms filed as Exhibits 4(d)(1) and 4(d)(2) except that Section 1(b) thereof is deleted, there is no
reference in Section 2 to the Exercise Price being the Fair Market Value of a share of the Common Stock and the references to the type of option are changed.  The Registrant will file copies of these other forms as Exhibits to this Registration Statement
upon the request of the Commission.</P>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>5</TD>
<TD WIDTH="86%" VALIGN="TOP"><DIR>
<DIR>
<DIR>
<DIR>

<P>Opinion of Wachtel &amp; Masyr, LLP.</P>
</DIR>
</DIR>
</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>23(a)</TD>
<TD WIDTH="86%" VALIGN="TOP"><DIR>
<DIR>
<DIR>
<DIR>

<P>Consent of Wachtel &amp; Masyr, LLP is included in Exhibit 5.</P>
</DIR>
</DIR>
</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>23(b)</TD>
<TD WIDTH="86%" VALIGN="TOP"><DIR>
<DIR>
<DIR>
<DIR>

<P>Consent of Ernst &amp; Young LLP.</P>
</DIR>
</DIR>
</DIR>
</DIR>
</TD>
</TR>
<TR><TD WIDTH="14%" VALIGN="TOP">
<P>23(c)</TD>
<TD WIDTH="86%" VALIGN="TOP"><DIR>
<DIR>
<DIR>
<DIR>

<P>Consent of Wolinetz, Gottlieb &amp; Lafazan, P.C.</DIR>
</DIR>
</DIR>
</DIR>
</TD>
</TR>
</TABLE>

<B>
<P>Item 9.  Undertakings</P>
</B>
<P>The undersigned Registrant hereby undertakes:</P>

<OL>

<OL>

<LI>To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</LI></OL>
</OL>


<OL TYPE="i">
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="i">

<LI>To include any prospectus required by Section 10(a)(3) of the Securities Act;</LI>

<LI>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) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and</LI>

<LI>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.</LI></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>


<P>provided, however, that paragraphs (1)(i) and (1)(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 Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.</P>

<OL>

<OL>

<LI>That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.</LI>

<LI>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.</LI></OL>
</OL>


<P>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 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.</P>

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

<P>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 provisions described in Item 6 to the Registration Statement, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.</P>

<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B>
<P>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 Ontario, State of California, on November 28, 2000.</P>

<B><P>LIFEPOINT, INC.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

</B><P>(Registrant)</P>

<P>&nbsp;</P></DIR>

<P>By: <U>/s/ Linda H. Masterson&#9;&#9;&#9;</P><DIR>

</U><P>Linda H. Masterson</P>
<P>Chairman of the Board, President </P>
<P>and Chief Executive Officer </P>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 28, 2000.</P>

<P>&nbsp;</P>
<U><P>Signature</U>&#9;&#9;&#9;&#9;&#9;<U>Title</P>
</U>
<U><P>/s/ Linda H. Masterson          &#9;&#9;</U>&#9;Principal Executive Officer and Director</P>
<P>Linda H. Masterson</P>

<P>Position Vacant&#9;&#9;&#9;&#9;Principal Financial Officer</P>

<U><P>/s/ Michele A. Clark          &#9;&#9;</U>&#9;Principal Accounting Officer</P>
<P>Michele A. Clark</P>

<U><P>/s/ Charles J. Casamento        &#9;&#9;</U>&#9;Director</P>
<P>Charles J. Casamento</P>

<U><P>/s/ Peter S. Gold          &#9;&#9;</U>&#9;Director</P>
<P>Peter S. Gold</P>

<U><P>/s/ Paul Sandler    &#9;&#9;&#9;</U>&#9;Director</P>
<P>Paul Sandler</P>

<U><P>/s/ Stanley Yakatan          &#9;&#9;</U>&#9;Director</P>
<P>Stanley Yakatan</P>

<P>&nbsp;</P>
<P>&nbsp;</P></BODY>
</HTML>
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{"company-data": {"conformed-name": "LIFEPOINT INC", "cik": "0000910523", "assigned-sic": "3841", "irs-number": "330539168", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50910", "film-number": "780511"}, "business-address": {"street1": "1205 S. DUPONT ST.", "city": "ONTARIO", "state": "CA", "zip": "91761", "phone": "9094183052"}, "mail-address": {"street1": "1205 S. DUPONT ST.", "city": "ONTARIO", "state": "CA", "zip": "91761"}, "former-company": {"former-conformed-name": "U S DRUG TESTING INC", "date-changed": "19930811"}}
As filed with the Securities and Exchange Commission on November 28, 2000
As filed with the Securities and Exchange Commission on November 28, 2000
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
LIFEPOINT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
33-0539168
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1205 South Dupont Street, Ontario, California
91761
_
(Address of Principal Executive Offices				(Zip Code)
LifePoint, Inc. 2000 Stock Option Plan
(Full Title of the Plan)
Ms. Linda H. Masterson
LifePoint, Inc.
1205 South Dupont Street
Ontario, CA 91761
(909) 418-3023
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Robert W. Berend, Esq.
Wachtel & Masyr, LLP
110 East 59
th
Street
New York, N.Y. 10022
(212) 909-9602
CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
Amount
To Be Registered
Proposed
Maximum Offering
Price Per Share
(1)
Proposed
Maximum Aggregate
Offering Price
(1)
Amount of
Registration Fee
Common Stock, $.001 par value, issuable upon the exercise of options
2,000,000 Shares
$4.9375
(2)
$9,875,000
(2)
$2,607.00
(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	The proposed maximum offering price and the registration fee for the shares to be issued upon the exercise of the options are computed, pursuant to paragraphs (c) and (h) of Rule 457, on the basis of the closing sales price on
November 27, 2000 as reported on the American Stock Exchange LLC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	  Incorporation of Documents by Reference
The following documents have been filed by LifePoint, Inc. (the "Company" or the "Registrant") with the Securities and Exchange Commission (the "Commission") and are incorporated in this Registration Statement by
reference:
the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2000;
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000; and
the description of the Company's Common Stock, $.001 par value (the "Common Stock"), as contained in the Company's Registration Statement on Form 8-A filed on April 18, 2000 under the Securities Exchange Act of 1934, as amended (the "
Exchange Act").
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares offered hereby have been sold or which deregisters
all shares then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being
hereinafter referred to as the "Incorporated Documents"); provided, however, that the documents enumerated above and subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which
the offering made hereby is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference herein or be part hereof from and after the
filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed
Incorporated Document 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 hereof.
Item 4.	  Description of Securities
Not applicable.
Item 5.	  Interests of Named Experts and Counsel
The financial statements of the Company appearing in the Company's Annual Report (Form 10-KSB) at March 31, 2000 and for each of the two years in the period ended March 31, 2000 have been audited by Ernst & Young LLP, independent auditors,
and, for the period from October 8, 1992 (inception) through March 31, 1995, by Wolinetz, Gottlieb & Lafazan, P.C., independent certified public accountants, as set forth in their respective reports thereon included therein and incorporated herein by
reference.  Such financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.
The validity of the shares offered hereby will be passed upon for the Company by Wachtel & Masyr, LLP, 110 East 59
th
Street, New York, New York 10022.
Item 6.	  Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that a director of the Company will not be personally liable to the Company or its stockholders for monetary damages for a breach of his or her fiduciary duty as a director, except, if required
by the General Corporation Law of the State of Delaware (the "GCL"), as amended from time to time, for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) under  Section 174 of the GCL, which concerns unlawful payments of dividends, stock purchases or redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.  Neither the amendment nor repeal of such provision will eliminate or reduce the effect of such provision in respect of any matter occurring, or any cause of action, suit or claim that, but for such provision, would accrue or
arise, prior to such amendment or repeal.
While the Certificate of Incorporation provides directors with protection from awards for monetary damages for breach of their duty of care, it does not eliminate such duty.  Accordingly, the Certificate of Incorporation will have no effect on the
availability of equitable remedies such as an injunction or rescission based on a director's breach of his or her duty of care.
The Company's Certificate of Incorporation provides for the maximum indemnification of the Company's officers and directors, employees and agents as permitted by Section 145 of the GCL.  Section 145(a) of the GCL empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except in the case of an action by or in the
right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or
other enterprise.  Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable
cause to believe his or her conduct was unlawful.
Pursuant to Section 145(b) of the GCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which
he or she reasonably believed to be in or not opposed to the best interests of the corporation.  Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction
determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, then,
pursuant to Section 145(c) of the GCL, he or she must be indemnified by the corporation against expenses, including attorney's fees, actually and reasonably incurred by him or her in connection with the defense.  Any indemnification under subsections (a)
and (b) of Section 145 of the GCL, unless ordered by a court or advanced pursuant to this Section, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances.  The determination must be made pursuant to subsection (d) of Section 145 if the person is a director or officer at the time of the determination: (a) by the stockholders; (b) by a majority vote of the directors who
were not parties to the action, suit or proceeding, even if less than a quorum; (c) by a majority vote of a committee consisting of directors who were not parties to the action, suit or proceeding, even if less than a quorum; or (d) if there are no
directors who were not parties to the action, suit or proceeding, or if such directors so order, by independent legal counsel in a written opinion.
Pursuant to Section 145(e) of the GCL, a corporation may provide that the expenses of a director or officer incurred in defending a civil or criminal action, suit or proceeding be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be
indemnified by the corporation.
The indemnification and advancement of expenses authorized pursuant to the subsections of Section 145 of the GCL described above: (a) do not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to an action in his or her official capacity and as to an action in another capacity while holding his or her office, and (b) continues for a person who has
ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Section 145(g) of the GCL permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such,
whether or not the corporation would have the power to indemnify such person against such liability under Section 145.  The Company has in effect a standard directors' and officers' liability insurance policy.
See the last undertaking in Item 9 to this Registration Statement.
Item 7.	  Exemption from Registration Claimed
No option was exercised prior to the effectiveness of this Registration Statement under the Securities Act of 1933, as amended (the "Securities Act").  Accordingly, the Registrant is of the opinion that, at the time each option is hereafter
exercised under the LifePoint, Inc. 2000 Stock Option Plan, the shares of the Common Stock to be issued upon such exercise will not be "restricted securities" as such term is defined in Rule 144(a)(3) promulgated under the Securities Act and may
be reoffered or resold pursuant to this Registration Statement unless the person exercising the option is an "affiliate" of the Company as such term is defined in Rule 144(a)(1).  In the event that the person is an affiliate, the Registrant
intends to file an Amendment to this Registration Statement containing a reoffer prospectus as provided in General Instruction C to Form S-8 under the Securities Act before permitting a reoffer or resale of the shares.
Item 8.	  Exhibits
Number
Exhibit
4(a)
Copy of Registrant's Restated Certificate of Incorporation as filed in Delaware on April 29, 1999 is incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1997.
4(a)(1)
Copy of Amendment to Registrant's Restated Certificate of Incorporation filed as Exhibit 4(a) hereto as filed in Delaware on September 1, 2000 is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
4(a)(2)
Copy of Registrant's Restated Certificate of Incorporation as filed in Delaware on September 1, 2000 is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
4(b)
Copy of Registrant's By-Laws as adopted on February 26, 1999 is incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1999.
4(b)(1)
Copy of Registrant's By-Laws as adopted on June 16, 2000 and as effective on September 1, 2000 superseding those filed as Exhibit 4(b) is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000.
4(c)
Copy of LifePoint, Inc. 2000 Stock Option Plan is incorporated by reference to the Registrant's definitive proxy material filed on July 31, 2000.
4(d)(1)
Form of Incentive Stock Option Agreement by and between the Registrant and an Employee as the Optionee pursuant to Exhibit 4(c).
4(d)(2)
Form of Incentive Stock Option Agreement by and between the Registrant and
an Employee as the Optionee (with a performance goal) pursuant to Exhibit 4(c).
4(d)(3)
Form of Non-Qualified Stock Option Agreement by and between the Registrant and a Director as the Optionee pursuant to Exhibit 4(c).
4(d)(4)
Form of Non-Qualified  Stock Option Agreement by and between the Registrant and a Consultant as the Optionee pursuant to Exhibit 4(c).
The Registrant also will use, pursuant to Exhibit 4(c), non-qualified stock option agreements with employees as the Optionees which are similar to the forms filed as Exhibits 4(d)(1) and 4(d)(2) except that Section 1(b) thereof is deleted, there is no
reference in Section 2 to the Exercise Price being the Fair Market Value of a share of the Common Stock and the references to the type of option are changed.  The Registrant will file copies of these other forms as Exhibits to this Registration Statement
upon the request of the Commission.
5
Opinion of Wachtel & Masyr, LLP.
23(a)
Consent of Wachtel & Masyr, LLP is included in Exhibit 5.
23(b)
Consent of Ernst & Young LLP.
23(c)
Consent of Wolinetz, Gottlieb & Lafazan, P.C.
Item 9.  Undertakings
The undersigned Registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
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 (1)(i) and (1)(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 Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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 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.
The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the Prospectus, to each person to whom the Prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the
Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the Prospectus, to
deliver, or cause to be delivered to each person to whom the Prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the Prospectus to provide such interim financial information.
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 provisions described in Item 6 to the Registration Statement, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 Ontario, State of California, on November 28, 2000.
LIFEPOINT, INC.
(Registrant)
By:
/s/ Linda H. Masterson
Linda H. Masterson
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 28, 2000.
Signature
Title
/s/ Linda H. Masterson
Principal Executive Officer and Director
Linda H. Masterson
Position Vacant				Principal Financial Officer
/s/ Michele A. Clark
Principal Accounting Officer
Michele A. Clark
/s/ Charles J. Casamento
Director
Charles J. Casamento
/s/ Peter S. Gold
Director
Peter S. Gold
/s/ Paul Sandler
Director
Paul Sandler
/s/ Stanley Yakatan
Director
Stanley Yakatan