================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-K/A1


                   (Amendment No. 1, amending Items 10-13 and
                    adding two exhibits to part IV, Item 14)


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.

[_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from _________ to _________.

                         Commission File Number 0-22401



                              BIONX IMPLANTS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Pennsylvania                                           22-3458598
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                1777 Sentry Parkway West, Gwynedd Hall, Suite 400
                  Blue Bell, Pennsylvania 19422 (215-643-5000)
                  --------------------------------------------
                  (Address and telephone number, including area
                code, of registrant's principal executive office)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class

                    Common Stock, par value $.0019 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such reporting
requirements for the past 90 days.   Yes  X          No
                                         ---            ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Aggregate market value of voting stock held by non-affiliates as of March 26,
2002 was approximately $23,051,396.

Number of shares of Common Stock outstanding as of March 26, 2002:   10,862,127.
Documents incorporated by reference:  None
================================================================================
<PAGE>
                                    PART III


ITEM 10.  DIRECTORS OF THE REGISTRANT

          The Bionx Implants, Inc. (the "Company") Articles of Incorporation
provide that the Company's Board of Directors shall be divided into three
classes. Each class serves for a period of three years on a staggered term
basis. The following information contains the current and past five years'
business experience, certain other directorships and age of each current
director. Except where otherwise indicated, the directors have held the
occupational positions noted for at least the past five years.

          Directors Whose Terms Expire at the 2002 Annual Meeting:

          o    David J. Bershad: Senior Partner, Milberg Weiss Bershad Hynes &
               Lerach (law firm). Director of Vital Signs, Inc. ("Vital Signs"
               manufacturer of disposable anesthesia and respiratory devices).
               Director of the Company since 1995. Age: 61.

          o    Pertti Tormala: Executive Vice President, Research and
               Development of the Company (1995 to the present); Chief Executive
               Officer (and co-founder) of the Company's foreign subsidiaries
               (prior years). Director of the Company since 1995. Age: 56.

          Director Whose Term Expires at the 2003 Annual Meeting:

          o    Anthony J. Dimun: Chairman, Nascent Enterprises, LLC. Executive
               Vice President and Chief Financial Officer of Vital Signs (years
               prior to May 2001). Principal Owner, Strategic Concepts, Inc.
               (financial and acquisition advisory firm). Director of Colorado
               MEDtech, Inc. and Vital Signs. Director of the Company since
               1995. Age: 58.

          Directors Whose Terms Expire at the 2004 Annual Meeting:

          o    Gerard S. Carlozzi: President and Chief Executive Officer of the
               Company (September 1999 to the present); President and Chief
               Operating Officer of the Company (May 1999 to September 1999);
               Vice President of the Company (November 1998 to May 1999);
               Director of Biotechnology Development and Director of Marketing
               and Product Development for Maxillofacial Surgical Products of
               Synthes USA (a leader in Orthopedic and Maxillofacial Trauma
               products) (1995 to 1998). Director of the Company since September
               1999. Age: 46.

          o    Terry D. Wall: Chairman of the Board of the Company (1995 to the
               present); President and Chief Executive Officer of Vital Signs.
               Director of Vital Signs, Inc. Director of the Company since 1995.
               Age: 60.

          Section 16(a) Beneficial Ownership Reporting Compliance

          Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors to file initial reports of beneficial
ownership and reports of changes of beneficial ownership of the Company's Common
Stock with the SEC. Executive officers and directors are required to furnish the
Company with copies of all Section 16(a) reports that they file. Based solely
upon a review of the copies of the forms or information furnished to the
Company, the Company believes that during 2001 all such filing requirements were
satisfied on a timely basis.

                                        2
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

          Summary of Cash and Certain Other Compensation

          The following table and accompanying footnotes set forth certain
summary information relating to the three years ended December 31, 2001, with
respect to the Company's Chief Executive Officer and the other three most highly
compensated executive officers during 2001 who were serving as executive
officers at December 31, 2001 and one additional person who served as an
executive officer during 2001 but was not serving as such on December 31, 2001
(collectively, the "Named Executive Officers"):
<TABLE><CAPTION>
                                                                                                  Long-Term
                                                                                                Compensation
                                                                                     -------------------------------
                                                                                         Awards
                                             Annual Compensation      Other Annual     Securities        All Other
                                          -------------------------   Compensation     Underlying       Compensation
Name and Principal Position       Year    Salary ($)   Bonus (5)($)      (1) ($)     Options/SARS (#)     (2) ($)
---------------------------       ----    ----------   ------------   ------------   ----------------   ------------
<S>                               <C>     <C>          <C>            <C>            <C>                <C>
Gerard S. Carlozzi                2001    $  160,000     $   --          $9,600         200,000            $1,920
President and Chief               2000       160,000       24,000         6,300          17,485             1,920
Executive Officer                 1999       145,417         --           6,000         100,000             1,335

Andrew Karazin (3)                2001       145,000        8,700         9,600          14,394             1,740
Vice President and Chief          2000       145,000         --           6,300          38,368             1,305
Financial Officer                 1999         8,830         --             500          40,000              --

Ira Benson (4)                    2001       135,000         --           9,600            --              68,691
Vice President, Sales and         2000        74,057         --           3,175          40,000            15,502
Marketing, Sports Medicine

Pertti Tormala, Executive         2001       100,840         --           7,959         100,000              --
Vice President, Research          2000       104,028       21,375         7,081           3,299              --
And Development                   1999       122,700         --           8,132          40,000              --

Pertti Viitanen                   2001        75,471         --           7,135             766             6,731
Managing Director of the          2000        77,858        3,412         6,801           1,006             7,764
Company's Finnish Subsidiary,     1999        91,832         --           7,802          40,000             3,663
Vice President of Manufacturing
</TABLE>

1)  Represents car allowances.
2)  For 2001 represents
    (a) Employer contributions to the Company's 401(k) plan (Mr. Carlozzi:
        $1,920; Mr. Benson: $1,620; Mr. Karazin: $1,740)
    (b) Contribution to pension for Mr. Viitanen of $6,731)
    (c) Relocation costs (Mr. Benson $67,071).
3)  Mr. Karazin joined the Company in December 1999.
4)  Mr. Benson joined the Company in July 2000 but ceased serving as an officer
    of the Company in September 2001.
5)  Bonus amounts are shown in the year in which they are paid.






                                        3
<PAGE>

Employment Agreements
---------------------

          The Company has entered into an employment agreement with Pertti
Tormala. The agreement provides for a term expiring December 31, 2004. Pursuant
to the agreement, Professor Tormala receives a minimum base salary of 91,000
EURO (approximately $80,000) annually, is eligible to receive cash bonuses
granted by the Company's Board of Directors, and is eligible to participate in
the Company's 1996 Stock Option/Stock Issuance Plan.. Professor Tormala is also
entitled to a car, certain pension benefits and reimbursement of all reasonable
travel and entertainment expenses. Under the agreement, except for two
agreements unrelated to the Company's business, all patents, patent applications
and other intellectual property rights developed by Professor Tormala relating
to the Company's research and development activities are the sole property of
the Company. The agreement permits Professor Tormala to continue his activities
and duties at the Tampere University.

          The Company has also entered into an employment agreement with Pertti
Viitanen as Vice President, Manufacturing and Managing Director of Finnish
Operations. The agreement provides for an initial one-year term expiring on
December 31, 2001, and automatically renews under the same contract terms unless
either party provides notice of non-renewal. No such notice has been provided to
date. Pursuant to the agreement, Mr. Viitanen receives a minimum base salary of
80,000 EURO (approximately, $71,000), is eligible to receive cash bonuses
granted by the Company's Board of Directors and is eligible to participate in
the Company's 1996 Stock Option/Stock Issuance Plan. Mr. Viitanen also is
entitled to a car and phone, certain health care and pension benefits and
reimbursement of all reasonable travel and entertainment expenses. Under the
agreement, all patents, patent applications and other intellectual property
rights developed by Mr. Viitanen relating to the Company's research and
development activities are the sole property of the Company. The agreement
permits Mr. Viitanen to continue his employment as the Managing Director of
Bioabsorbable Concepts Ltd. ("BCI"), a start-up company developing drug-release
implants, provided that the work activities of the Company come before those of
BCI and that Mr. Viitanen does not pursue the interests of BCI from the
Company's facilities during normal work hours.



Stock Option Information
------------------------

          The following table sets forth certain information concerning stock
options granted during the year ended December 31, 2001 to the Named Executive
Officers. In accordance with the rules of the SEC, the following table also sets
forth the potential realizable value over the term of the options (the period
from the grant date to the expiration date) based on assumed rates of stock
price appreciation of 5% and 10% compounded annually. These amounts do not
represent the Company's estimate of future stock price performance. Actual
realizable values, if any, of stock options will depend on the future stock
performance of the Common Stock. No stock appreciation rights were granted
during the fiscal year ended December 31, 2001.








                                        4
<PAGE>
            Option Grants in the Fiscal Year Ended December 31, 2001
<TABLE><CAPTION>
                                                                                   Potential Realizable Value
                           Number of      Percent of                               at Assumed Annual Rates of
                          Securities    Total Options                               Stock Price Appreciation
                          Underlying      Granted to    Exercise Price                 for Option Term(4)
                            Options       Employees       per Share      Expiration    ------------------
       Name               Granted(#)       in 2001       ($/Share)(3)       Date         5%         10%
----------------------    ----------    -------------    ------------    ----------    -------    -------
<S>                       <C>           <C>              <C>             <C>           <C>        <C>
Gerard S. Carlozzi....    200,000(1)        38.4%            $2.72       04/30/2003    $15,650    $56,600
Andrew Karazin........      4,394(2)          *              $1.13       01/01/2011    $ 3,123    $ 7,913
                           10,000(1)         1.9%            $2.72       04/30/2003    $   783    $ 2,830
Ira Benson............         --            --               --             --        $   --     $   --
Pertti Tormala........    100,000(1)        19.2%            $2.72       04/30/2003    $ 7,825    $28,300
Pertti Viitanen.......        766(2)          *              $1.13       01/01/2011    $   544    $ 1,380
</TABLE>

* Represents less than 1%
-------------------------------
(1)  These options were granted under the Company's Stock Option/Stock Issuance
     Plan and vest upon the consummation of a change in control of the Company.

(2)  These options were granted under the Company's Investment Plan. Pursuant to
     the Investment Plan, eligible participants may purchase shares of the
     Company's Common Stock during specified window periods. For each share
     purchased, the Company grants the participant one stock option. An employee
     must continue to be employed for at least two years by the Company to
     exercise stock options granted under the Investment Plan. If the employee
     retains the shares purchased during the window period, the option can be
     exercised at any time after the initial shares have been held for two
     years. In general, if the employee sells any of the shares purchased under
     the Investment Plan before the end of the two year holding period or
     directs the Company to stop making payroll deductions before all shares
     that the employee committed to buy are fully paid for, the employee will be
     required to wait five years from the option grant date before options
     related to fully paid shares can be exercised and must be employed by the
     Company at that time. The Board of Directors is authorized to accelerate
     stock options related to fully paid shares in connection with a change in
     control.

(3)  Pursuant to the applicable Plans, the exercise price per share of the
     options granted under the Investment Plan was equal to the average of the
     closing sales prices of the Common Stock on Nasdaq during the window
     period, and the exercise price per share of the options granted under the
     Stock Option/Stock Issuance Plan was greater than the fair market value on
     the date of grant, November 9, 2001.

(4)  The potential realizable value is calculated based on the term of the
     option at the date of grant (10 year for the Investment plan options and
     1.5 years for the Stock Option/Stock Issuance Plan options). It is
     calculated assuming that the fair market value of the Company's Common
     Stock on the date of grant appreciates at the indicated annual rate
     compounded annually for the entire term of the options and that the options
     are exercised and sold on the last day of their term for the appreciated
     stock price.

     No stock options were exercised by the Named Executive Officers during
2001. The following table sets forth certain information with respect to the
value of stock options held by the Named Executive Officers as of December 31,
2001. No stock appreciation rights were exercised by the Named Executive
Officers during 2001 and no stock appreciation rights were outstanding as of
December 31, 2001.
                                        5
<PAGE>
                 Aggregate Option Exercises in Last Fiscal Year
                        and Fiscal Year End Option Values

<TABLE><CAPTION>
                                                                 Number of Securities           Value of Unexercised
                                                            Underlying Unexercised Options      In-the-Money Options
                               Shares                           at December 31, 2001(#)        at December 31, 2001($)
                            Acquired on         Value        ----------------------------    ----------------------------
                            Exercise (#)     Realized ($)    Exercisable    Unexercisable    Exercisable    Unexercisable
                            ------------     ------------    -----------    -------------    -----------    -------------
<S>                         <C>              <C>             <C>            <C>              <C>            <C>
Gerard S. Carlozzi........      --               --             52,904         284,581         $   283        $165,035
Andrew Karazin............      --               --             16,000          76,762          20,000          71,953
Ira Benson................      --               --              8,000          32,000           1,500           6,000
Pertti Tormala............      --               --             16,660         126,639             206          78,825
Pertti Viitanen...........      --               --             16,202          25,570              63           2,071
</TABLE>

          Director Compensation
          ---------------------
          The Company has not yet commenced paying cash fees to directors in
connection with their service on the Board of Directors or on committees of the
Board. The Company does grant stock options to non-employee directors under its
Stock Option/Stock Issuance Plan. Under the Automatic Option Grant Program,
which is part of the Company's Stock Option/Stock Issuance Plan, as amended,
each non-employee director first elected or appointed to the Board of Directors
after the date of the Company's initial public offering will automatically be
granted a non-incentive option for 10,000 shares of Common Stock, provided that
such individual has not been in the prior employ of the Company. In addition, at
each annual stockholders' meeting, each individual with at least six months
service on the Board of Directors as a non-employee director and who will
continue to serve as a non-employee director following the meeting will
automatically be granted a non-incentive option for 10,000 shares of Common
Stock, provided such individual has continued his or her service as a
non-employee director for a period of at least one year after he or she ceases
serving as an employee of the Company. Each automatic grant has a term of ten
years, subject to earlier termination following the optionee's cessation of
service on the Board of Directors as provided in the Plan. Fifty percent of the
shares are subject to an automatic grant vest on the date of grant, 25% one year
after the date of grant, and the remaining 25% two years after the date of
grant.

          Compensation Committee Interlocks and Insider Participation
          -----------------------------------------------------------
          The Company's Compensation Committee consists of Terry D. Wall and
David J. Bershad. Mr. Wall and Mr. Bershad (as well as Anthony J. Dimun) serve
on the Boards of Directors of both the Company and Vital Signs (which latter
company does not have a compensation committee). For information regarding
transactions between the Company and persons named in this paragraph, see Item
13 - "Certain Relationships and Related Transactions."


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth the beneficial ownership of shares of
Common Stock as of December 31, 2001 by (i) the only stockholders of the Company
known by management to beneficially own more than 5% of the Company's Common
Stock, (ii the directors of the Company, (iii) the Named Executive Officers and
(iv) all directors and current executive officers of the Company as a group.
Shares covered by stock options are included in the table to the extent that
they are exercisable through March 1, 2002.


                                        6
<PAGE>
                                                  Shares of
                                                 Common Stock        Percentage
                                                 Beneficially       Beneficially
Beneficial Owner(1)                              Owned (1)(2)          Owned
-------------------                              ------------       ------------
Bionix B.V. (3).............................       2,684,211            24.9
Terry D. Wall (4)...........................       3,235,609            29.8
Intrinsic Value Asset Management Inc. (5)...         760,700             7.0
Dimensional Fund Advisors Inc. (6)..........         712,900             6.6
Gerard S. Carlozzi(7).......................          63,497             *
David J. Bershad (8)........................         549,277             5.1
Anthony J. Dimun (9)........................         296,237             2.7
Pertti Tormala (10).........................       1,139,357            10.5
Pertti Viitanen (11)........................         162,335             1.5
Andrew Karazin (12).........................          44,880             *
All directors and current executive
officers as a group (7 persons) (13)........       5,491,192            50.6

-------------------------

* Represents less than 1% of the outstanding Common Stock.

(1)  Except as otherwise indicated in the footnotes to this table and pursuant
     to applicable community property laws, persons and entities named in the
     table have sole voting and investment power with respect to all shares of
     Common Stock and the address of the 5% stockholders is c/o the Company,
     1777 Sentry Parkway West, Gwynedd Hall, Suite 400, Blue Bell, Pennsylvania
     19422.

(2)  Applicable percentage ownership is based on 10,862,127 shares of Common
     Stock outstanding as of December 31, 2001 together with applicable stock
     options for such stockholder. Beneficial ownership is determined in
     accordance with the rules of the SEC, based on factors including voting and
     investment power with respect to shares. Shares of Common Stock subject to
     stock options currently exercisable, or exercisable within 60 days after
     December 31, 2001, are deemed outstanding for computing the percentage
     ownership of the person holding such stock options but are not deemed
     outstanding for computing the percentage ownership of any other person.
     Each owner of an equity interest in Bionix B.V. (the "Dutch Company") is
     deemed to beneficially own a percentage of the shares of the Common Stock
     owned by the Dutch Company equal to such owner's proportionate equity
     interest in the Dutch Company.

(3)  Nearly all of the capital stock of the Dutch Company is owned by the former
     stockholders of the Company's operating subsidiaries. The current Board of
     Directors of the Dutch Company includes Gerard S. Carlozzi, David J.
     Bershad, Anthony J. Dimun, Pertti Tormala, and Pertti Viitanen, who are
     directors or executive officers of the Company. As of December 31, 2001,
     Messrs. Bershad, Dimun, and Wall beneficially owned capital stock of the
     Dutch Company representing, in the aggregate, approximately 21.2% of the
     equity of the Dutch Company's capital stock. As of December 31, 2001,
     Messrs. Tormala and Viitanen beneficially owned capital stock of the Dutch
     Company representing, in the aggregate, approximately 47.2% of the equity
     of the Dutch Company's capital stock. The remaining equity of the Dutch
     Company's capital stock is allocated among several other U.S. and Finnish
     investors.





                                        7
<PAGE>
(4)  Mr. Wall's shares include 31,800 shares of Common Stock issuable upon the
     exercise of vested stock options and 484,421 shares of Common Stock owned
     by the Dutch Company, representing Mr. Wall's proportionate equity interest
     in the shares of Common Stock owned by the Dutch Company. Mr. Wall has the
     right to cause the Dutch Company to transfer such 484,421 shares to him
     pursuant to an agreement with the Dutch Company. All of Mr. Wall's shares
     of Common Stock and of the Dutch Company's capital stock are held in an
     investment partnership which he controls.

(5)  The information set forth herein regarding Intrinsic Value Asset
     Management, Inc.'s beneficial ownership is based on a report on Schedule
     13G filed by Intrinsic Value Asset Management with the SEC on December 17,
     2001. The address of Intrinsic Value Management, Inc. is 29229 Heathercliff
     Road, Malibu, CA 90265.

(6)  The information set forth herein regarding Dimensional Fund Advisors Inc.'s
     beneficial ownership is based upon a report on Schedule 13G/A filed by it
     with the SEC on February 13, 2002. The address of Dimensional Fund
     Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California
     90401.

(7)  Includes 7,552 shares of Common Stock held within the Company's Investment
     Plan and 55,945 shares issuable to Mr. Carlozzi upon the exercise of vested
     stock options.

(8)  Mr. Bershad's shares include 31,800 shares of Common Stock issuable upon
     the exercise of vested stock options and 50,736 shares of Common Stock
     owned by the Dutch Company, representing Mr. Bershad's proportionate equity
     interest in the shares of Common Stock owned by the Dutch Company. Mr.
     Bershad has the right to cause the Dutch Company to transfer such 50,736
     shares to him pursuant to an agreement with the Dutch Company. A total of
     331,686 of Mr. Bershad's shares of Common Stock and all of Mr. Bershad's
     shares of the Dutch Company's capital stock are held in an investment
     partnership which he controls.

(9)  Mr. Dimun's shares include 31,800 shares of Common Stock issuable upon the
     exercise of vested stock options and 34,679 shares of Common Stock owned by
     the Dutch Company, representing Mr. Dimun's proportionate equity interest
     in the shares of Common Stock owned by the Dutch Company. Mr. Dimun has the
     right to cause the Dutch Company to transfer such 34,679 shares to him
     pursuant to an agreement with the Dutch Company. All of Mr. Dimun's shares
     of Common Stock and the Dutch Company's capital stock are held in entities
     which he controls.

(10) Professor Tormala beneficially owns and has the sole power to dispose of
     1,138,637 shares of Common Stock, including 17,320 shares of Common Stock
     which Professor Tormala has the right to acquire upon exercise of options
     granted by the Issuer within 60 days after December 31, 2001, and 1,122,037
     shares of Common Stock which represents his proportionate equity interest
     in 2,684,211 shares of Common Stock owned by Bionix, B.V., a Dutch company.
     Professor Tormala has the right to cause the Dutch Company to transfer such
     1,122,037 shares to him pursuant to an agreement with the Dutch Company.
     That agreement enables Professor Tormala to direct the voting by the Dutch
     Company of a specified number of shares of the Company's Common Stock held
     by the Dutch Company. As of February 13, 2002 , that specified number
     equals 2,049,854, representing Professor Tormala's proportionate equity
     interest in the 2,684,211 shares of Common Stock owned by the Dutch Company
     (1,122,037 shares) and the proportionate equity interest of all other
     Finnish investors in such 2,684,211 shares (927,817 shares). The table
     above excludes from Professor Tormala's beneficial ownership the 927,817
     shares attributable to the equity interests of such other Finnish
     investors.

                                        8
<PAGE>
(11) Mr. Viitanen's shares include 16,556 shares of Common Stock issuable upon
     the exercise of vested stock options and 145,779 shares of Common Stock
     owned by the Dutch Company, representing Mr. Viitanen's proportionate
     equity interest in the shares of Common Stock owned by the Dutch Company.
     Mr. Viitanen has the right to cause the Dutch Company to transfer such
     145,779 shares to him pursuant to an agreement with the Dutch Company. All
     of Mr. Viitanen's shares of Common Stock and the Dutch Company's capital
     stock are held in entities which he controls.

(12) Includes 22,123 shares of Common Stock held within the Company's Investment
     Plan and 22,757 shares issuable to Mr. Karazin upon the exercise of vested
     stock options.

(13) Includes 207,978 shares of Common Stock issuable upon the exercise of
     vested stock options, and 1,691,873 shares of Common Stock owned by the
     Dutch Company, representing the current directors' and executive officers'
     proportionate equity interest in the 2,684,211 shares of Common Stock owned
     by the Dutch Company. As of December 31, 2001, the current directors and
     executive officers as a group beneficially owned approximately 63.0% of the
     equity associated with the capital stock of the Dutch Company. The current
     directors and executive officers of the Company as a group have a right to
     vote substantially all of the 2,684,211 shares of Common Stock owned by the
     Dutch Company. If all such 2,684,211 shares were deemed to be beneficially
     owned by the Company's current directors and executive officers, such
     persons as a group would be deemed to be the beneficial owners of 5,491,192
     shares of Common Stock, representing 50.6% of the shares outstanding on
     December 31, 2001.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The Company's product development efforts are dependent upon Dr.
Tormala, who is a founder, director and executive officer of the Company and is
currently an Academy Professor at the Technical University in Tampere, Finland
and as such is permitted by the University to devote his efforts to developing
new products for the Company. This executive utilizes a group of senior
researchers, graduate students, and faculty at the Technical University to
perform research and development projects involving resorbable polymers and
other topics impacting the Company's technology and processes. This arrangement,
partially funded by the Company and permitted in Finland as a means of
encouraging the commercialization of technological development, has resulted in
substantial cost savings to the Company while substantially expanding its
product development effort. The Company's funding obligation, which amounted to
$200,000 during the year ended December 31, 2001, consists of providing the
University with reasonable compensation for University resources (including
graduate students) utilized by the Company.

          During 2001, the Company paid certain administrative expenses on
behalf of Bionix B.V., which currently owns 24.9% of the Company's outstanding
shares. Bionix B.V. owed $479,043 to the Company for such expenses as of March
31, 2002. Pertti Tormala, a director of the Company, has signed a written
agreement to repay the Company for these expenses on behalf of the Finnish
shareholders of Bionix B.V. by delivering to the Company shares of the Company's
stock sufficient to satisfy the receivable. Certain directors and executive
officers of the Company control Bionix B.V. See "Item 12 - Security Ownership of
Certain Beneficial Owners and Management."

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The Company hereby files the following two additional exhibits:
10.14     Form of Employment Agreement between Registrant's Subsidiary and
          Pertti Tormala
10.15     Form of Employment Agreeemnt between Registrant's Subsidiary and
          Pertti Viitanen
                                        9
<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, this 30th
day of April, 2002.

                                       BIONX IMPLANTS, INC.


                                       By: /s/ Gerard S. Carlozzi
                                           -------------------------------------
                                           Gerard S. Carlozzi,
                                           President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001 has been signed by the following persons in the
capacities and on the dates indicated:


Signature                         Title                           Date
---------                         -----                           ----


/s/ Gerard S. Carlozzi            President, Chief Executive      April 30, 2002
---------------------------       Officer and a Director
Gerard S. Carlozzi

/s/ David J. Bershad*             Director                        April 30, 2002
---------------------------
David J. Bershad

/s/ Anthony J. Dimun*             Director                        April 30, 2002
---------------------------
Anthony J. Dimun

/s/ Pertti Tormala*               Director                        April 30, 2002
---------------------------
Pertti Tormala

/s/ Terry D. Wall*                Director                        April 30, 2002
---------------------------
Terry D. Wall

/s/ Drew Karazin*                 Vice President and              April 30, 2002
---------------------------       Chief Financial Officer
Drew Karazin


*By: /s/ Gerard S. Carlozzi
     ----------------------
     Gerard S. Carlozzi
     Attorney-in-Fact


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