<PAGE>

         As filed with the Securities and Exchange Commission on October 3, 2001

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                    CARDIODYNAMICS INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                   California
         (State or other jurisdiction of incorporation or organization)

                                   95-3533362
                      (I.R.S. Employer Identification No.)

                       6175 Nancy Ridge Drive, Suite 300
                          San Diego, California 92121
                    (Address of Principal Executive Offices)

                     1995 Stock Option/Stock Issuance Plan
                            (Full title of the plan)

                   Michael K. Perry, Chief Executive Officer
                    CardioDynamics International Corporation
                             6175 Nancy Ridge Drive
                              San Diego, CA 92101
                                 (858) 535-0202
(Name, address and telephone number, including area code, of agent for service)

                                    copy to:

                                David R. Snyder
                             Pillsbury Winthrop LLP
                         101 West Broadway, Suite 1800
                          San Diego, California 92101
                                 (619) 544-3369

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
     Title of             Amount        Proposed Maximum        Proposed        Amount of
    Securities To         To Be          Offering Price    Maximum Aggregate   Registration
    Be Registered     Registered(1)       per Share(2)     Offering Price(2)       Fee
<S>                  <C>                <C>                <C>                 <C>
Common Stock         2,000,000 shares       $4.335            $8,670,000.00         $2,167.50
</TABLE>
----------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     receipt of consideration which results in an increase in the number of
     outstanding shares of Common Stock.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of the average of the high and low prices as reported on the Nasdaq
     National Market on September 27, 2001.
<PAGE>

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Item 1:  Plan Information*

     Item 2:  Registrant Information and Employee Plan Annual Information*
     ________________

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














                                      I-1
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3:   Incorporation of Documents by Reference

     The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission (the "SEC"), are incorporated by reference
into this Registration Statement and into the Prospectus relating to this
Registration Statement pursuant to Rule 428:

          (a)  The Registrant's Annual Report on Form 10-KSB (File No. 000-
               11868) for the fiscal year ended November 30, 2000;

          (b)  The Registrant's Quarterly Report on Form 10-Q (File No. 000-
               11868) for the quarter ended February 28, 2000; and

          (c)  The Registrant's Quarterly Report on Form 10-Q (File No. 000-
               11868) for the quarter ended May 31, 2001.

     Until such time that a post-effective amendment to this Registration
Statement has been filed which indicates that all securities issued hereby have
been sold or which deregisters all securities remaining unsold at the time of
such amendment, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

     Item 4:   Description of Securities

               Not applicable.

     Item 5:   Interests of Named Experts and Counsel

               Not applicable.

     Item 6:   Indemnification of Directors and Officers

     California Corporations Code Section 317 ("Section 317") is the governing
statute concerning indemnification of officers and directors and, in effect,
provides that a director or officer may be indemnified against expenses, fines,
judgments, settlements, and other amounts actually and reasonably incurred by
him or her in connection with suits and proceedings brought or threatened to be
brought against him or her by reason of his or her position, if he or she acted
in good faith and in a manner he or she reasonably believed to be in the best
interests of the Registrant and, in the case of criminal proceedings, had no
reasonable cause to believe that his or her conduct was unlawful.

     With respect to a suit by or on behalf of the Registrant, a director or
officer may be indemnified against expenses actually and reasonably incurred by
him or her if he or she acted in good faith in a manner he or she reasonably
believed to be in the best interests of the Registrant.  No indemnification
shall be made of amounts paid in connection with the defense or settlement of a
threatened or pending suit as to matters which such director or officer shall
have been adjudged liable to the Registrant, unless and only to the extent that
the court, upon application, determines that despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses and then only to
the extent that the court shall determine.  No indemnification shall be made of
amounts paid in connection with a settling or otherwise disposing of a pending
action or defending a pending action which is settled or is otherwise disposed
of without court

                                      II-1
<PAGE>

approval. To the extent that a director or officer has been successful on the
merits or otherwise in the suit or any claim therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him or her. The
indemnification provided by Section 317 is not exclusive of any other rights to
which such director or officer seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
with respect to action in his or her official capacity and with respect to
action in another capacity while holding such office.

     Item 7:   Exemption from Registration Claimed

               Not applicable.

     Item 8:   Exhibits

               See Exhibit Index.

     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)  That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each 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.

          (b)  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 Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          (c)  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.

          (d)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities

                                      II-2
<PAGE>

(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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.













                                      II-3
<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 have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California on this 3rd day of
October, 2001.

                              CardioDynamics International Corporation

                              By: /s/ Michael K. Perry
                                 --------------------------------------
                                 Michael K. Perry
                                 Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael K. Perry and Stephen P. Loomis
and each of them, as his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-facts and agents, or either of them, or
their 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 date indicated:

<TABLE>
<CAPTION>
            Signature                                 Title                                Date
<S>                                <C>                                          <C>
/s/ Michael K. Perry               Chief Executive Officer, Director and           October 3, 2001
---------------------------------  Principal Executive Officer,
Michael K. Perry

/s/ Stephen P. Loomis              Vice President, Finance, Chief Financial        October 3, 2001
---------------------------------  Officer (Principal Financial and
Stephen P. Loomis                  Accounting Officer)

/s/ Cam L. Garner                  Director                                        October 3, 2001
---------------------------------
Cam L. Garner

/s/ James C. Gilstrap              Director                                        October 3, 2001
---------------------------------
James C. Gilstrap

                                   Director
---------------------------------
Richard O. Martin, Ph.D.

                                   Director
---------------------------------
J. Michael Paulson

                                   Director
---------------------------------
Connie Curren, Ed.D. RN

/s/ Jacques C. Douziech            Director                                        October 3, 2001
---------------------------------
Jacques C. Douziech
</TABLE>



                                      II-4
<PAGE>

                                 EXHIBIT INDEX


Exhibit Number           Description
--------------           -----------

 5.1                     Opinion of Pillsbury Winthrop LLP.

10.1                     1995 Stock Option/Stock Issuance Plan, as amended
                         (incorporated by reference to the Registrant's Annual
                         Report on Form 10-KSB for the period ended November 30,
                         2000).

10.2                     Amendment to CardioDynamics International Corporation
                         1995 Stock Options/Stock Issuance Plan.

23.1                     Consent of KPMG LLP, Independent Auditors.

23.2                     Consent of Pillsbury Winthrop LLP (included in
                         Exhibit 5.1)

24.1                     Power of Attorney (see page II-4)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15584}]
{"company-data": {"conformed-name": "CARDIODYNAMICS INTERNATIONAL CORP", "cik": "0000719722", "assigned-sic": "3845", "irs-number": "953533362", "state-of-incorporation": "CA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70902", "film-number": "1751711"}, "business-address": {"street1": "6175 NANCY RIDGE DRIVE", "street2": "SUITE 300", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195350202"}, "mail-address": {"street1": "6175 NANCY RIDGE DRIVE", "street2": "STE 300", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "BOMED MEDICAL MANUFACTURING LTD", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 3, 2001

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                    CARDIODYNAMICS INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                   California
         (State or other jurisdiction of incorporation or organization)

                                   95-3533362
                      (I.R.S. Employer Identification No.)

                       6175 Nancy Ridge Drive, Suite 300
                          San Diego, California 92121
                    (Address of Principal Executive Offices)

                     1995 Stock Option/Stock Issuance Plan
                            (Full title of the plan)

                   Michael K. Perry, Chief Executive Officer
                    CardioDynamics International Corporation
                             6175 Nancy Ridge Drive
                              San Diego, CA 92101
                                 (858) 535-0202
(Name, address and telephone number, including area code, of agent for service)

                                    copy to:

                                David R. Snyder
                             Pillsbury Winthrop LLP
                         101 West Broadway, Suite 1800
                          San Diego, California 92101
                                 (619) 544-3369

                        CALCULATION OF REGISTRATION FEE
Title of             Amount        Proposed Maximum        Proposed        Amount of
    Securities To         To Be          Offering Price    Maximum Aggregate   Registration
    Be Registered     Registered(1)       per Share(2)     Offering Price(2)       Fee
Common Stock         2,000,000 shares       $4.335            $8,670,000.00         $2,167.50
----------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     receipt of consideration which results in an increase in the number of
     outstanding shares of Common Stock.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of the average of the high and low prices as reported on the Nasdaq
     National Market on September 27, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Item 1:  Plan Information*

     Item 2:  Registrant Information and Employee Plan Annual Information*
     ________________

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

                                      I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3:   Incorporation of Documents by Reference

     The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission (the "SEC"), are incorporated by reference
into this Registration Statement and into the Prospectus relating to this
Registration Statement pursuant to Rule 428:

          (a)  The Registrant's Annual Report on Form 10-KSB (File No. 000-
               11868) for the fiscal year ended November 30, 2000;

          (b)  The Registrant's Quarterly Report on Form 10-Q (File No. 000-
               11868) for the quarter ended February 28, 2000; and

          (c)  The Registrant's Quarterly Report on Form 10-Q (File No. 000-
               11868) for the quarter ended May 31, 2001.

     Until such time that a post-effective amendment to this Registration
Statement has been filed which indicates that all securities issued hereby have
been sold or which deregisters all securities remaining unsold at the time of
such amendment, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

     Item 4:   Description of Securities

               Not applicable.

     Item 5:   Interests of Named Experts and Counsel

               Not applicable.

     Item 6:   Indemnification of Directors and Officers

     California Corporations Code Section 317 ("Section 317") is the governing
statute concerning indemnification of officers and directors and, in effect,
provides that a director or officer may be indemnified against expenses, fines,
judgments, settlements, and other amounts actually and reasonably incurred by
him or her in connection with suits and proceedings brought or threatened to be
brought against him or her by reason of his or her position, if he or she acted
in good faith and in a manner he or she reasonably believed to be in the best
interests of the Registrant and, in the case of criminal proceedings, had no
reasonable cause to believe that his or her conduct was unlawful.

     With respect to a suit by or on behalf of the Registrant, a director or
officer may be indemnified against expenses actually and reasonably incurred by
him or her if he or she acted in good faith in a manner he or she reasonably
believed to be in the best interests of the Registrant.  No indemnification
shall be made of amounts paid in connection with the defense or settlement of a
threatened or pending suit as to matters which such director or officer shall
have been adjudged liable to the Registrant, unless and only to the extent that
the court, upon application, determines that despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses and then only to
the extent that the court shall determine.  No indemnification shall be made of
amounts paid in connection with a settling or otherwise disposing of a pending
action or defending a pending action which is settled or is otherwise disposed
of without court

                                      II-1
approval. To the extent that a director or officer has been successful on the
merits or otherwise in the suit or any claim therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him or her. The
indemnification provided by Section 317 is not exclusive of any other rights to
which such director or officer seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
with respect to action in his or her official capacity and with respect to
action in another capacity while holding such office.

     Item 7:   Exemption from Registration Claimed

               Not applicable.

     Item 8:   Exhibits

               See Exhibit Index.

     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)  That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each 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.

          (b)  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 Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          (c)  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.

          (d)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities

                                      II-2
(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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-3
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 have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California on this 3rd day of
October, 2001.

                              CardioDynamics International Corporation

                              By: /s/ Michael K. Perry
                                 --------------------------------------
                                 Michael K. Perry
                                 Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael K. Perry and Stephen P. Loomis
and each of them, as his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-facts and agents, or either of them, or
their 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 date indicated:
Signature                                 Title                                Date
/s/ Michael K. Perry               Chief Executive Officer, Director and           October 3, 2001
---------------------------------  Principal Executive Officer,
Michael K. Perry

/s/ Stephen P. Loomis              Vice President, Finance, Chief Financial        October 3, 2001
---------------------------------  Officer (Principal Financial and
Stephen P. Loomis                  Accounting Officer)

/s/ Cam L. Garner                  Director                                        October 3, 2001
---------------------------------
Cam L. Garner

/s/ James C. Gilstrap              Director                                        October 3, 2001
---------------------------------
James C. Gilstrap

                                   Director
---------------------------------
Richard O. Martin, Ph.D.

                                   Director
---------------------------------
J. Michael Paulson

                                   Director
---------------------------------
Connie Curren, Ed.D. RN

/s/ Jacques C. Douziech            Director                                        October 3, 2001
---------------------------------
Jacques C. Douziech
II-4
EXHIBIT INDEX

Exhibit Number           Description
--------------           -----------

 5.1                     Opinion of Pillsbury Winthrop LLP.

10.1                     1995 Stock Option/Stock Issuance Plan, as amended
                         (incorporated by reference to the Registrant's Annual
                         Report on Form 10-KSB for the period ended November 30,
                         2000).

10.2                     Amendment to CardioDynamics International Corporation
                         1995 Stock Options/Stock Issuance Plan.

23.1                     Consent of KPMG LLP, Independent Auditors.

23.2                     Consent of Pillsbury Winthrop LLP (included in
                         Exhibit 5.1)

24.1                     Power of Attorney (see page II-4)