S-8

As filed with the Securities and Exchange Commission on November 17, 2006

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

SEPRACOR INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	22-2536587
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
84 Waterford Drive
Marlborough, Massachusetts	01752
(Address of Principal Executive Offices)	(Zip Code)

2000 Stock Incentive Plan
1998 Employee Stock Purchase Plan

(Full Title of the Plan)

Susan W. Murley, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109

(Name and Address of Agent For Service)

(617) 526-6000

(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Common Stock, $0.10 par value per share (including the associated Preferred Stock Purchase Rights)	2,500,000 shares (2)		$52.20	(3)		$130,500,000	(3)		$13,963.50

(1)In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)Consists of (i) 2,000,000 shares issuable under the Registrant’s 2000 Stock Incentive Plan and (ii) 500,000 shares issuable under the Registrant’s 1998 Employee Stock Purchase Plan.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Common Stock on the Nasdaq Global-Market on November 15, 2006.

STATEMENT OF INCORPORATION BY REFERENCE

Except as otherwise set forth below, this registration statement on Form S-8 incorporates by reference the contents of (i) the registration statements on Form S-8, File No. 333-58368, File No. 333-100887, File No. 333-112748 and File No. 333-130368, relating to the Registrant’s 2000 Stock Incentive Plan, and (ii) the registration statements on Form S-8, File No. 333-58559 and File No. 333-112748, relating to the Registrant’s 1998 Employee Stock Purchase Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 town of Marlborough, Commonwealth of Massachusetts, on the 16th day of November, 2006.

	SEPRACOR INC.
By:	/s/ Robert F. Scumaci
	Robert F. Scumaci
	Executive Vice President, Finance and
	Administration, and Treasurer

POWER OF ATTORNEY

We, the undersigned officers and directors of Sepracor Inc. hereby severally constitute Timothy J. Barberich, David P. Southwell and Robert F. Scumaci, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Sepracor Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Timothy J. Barberich	Chief Executive Officer and Director	November 2, 2006
Timothy J. Barberich	(Principal Executive Officer)
/s/ David P. Southwell	Executive Vice President and Chief	November 16, 2006
David P. Southwell	Financial Officer (Principal Financial
	Officer)
/s/ Robert F. Scumaci	Executive Vice President, Finance	November 16, 2006
Robert F. Scumaci	and Administration (Principal
	Accounting Officer)
/s/ James G. Andress	Director	November 16, 2006
James G. Andress
/s/ Digby W. Barrios	Director	November 16, 2006
Digby W. Barrios
/s/ Robert J. Cresci	Director	November 16, 2006
Robert J. Cresci
/s/ Timothy J. Rink	Director	November 16, 2006
Timothy J. Rink
/s/ James F. Mrazek	Director	November 16, 2006
James F. Mrazek
Alan A. Steigrod	Director

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Exhibit Index

Exhibit Number	Description
4.1(1)	Restated Certificate of Incorporation of the Registrant, as amended
4.2(1)	Amended and Restated By-Laws of the Registrant
4.3(2)	Rights Agreement dated June 3, 2002 between the Registrant and EquiServe Trust Company, N.A., as rights agent
5	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP
24	Power of Attorney (included in the signature pages of this Registration Statement)

(1)Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 0-19410) and incorporated herein by reference.

(2)Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed on June 4, 2002 (File No. 0-19410) and incorporated herein by reference.

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EX-5

Exhibit 5

[WILMER CUTLER PICKERING HALE AND DORR LLP LETTERHEAD]

November 17, 2006

Sepracor Inc.
84 Waterford Drive
Marlborough, MA  01752

Re:2000 Stock Incentive Plan
1998 Employee Stock Purchase Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 2,500,000 shares of common stock, $0.10 par value per share (the “Shares”), of Sepracor Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2000 Stock Incentive Plan and 1998 Employee Stock Purchase Plan (collectively, the “Plans”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Susan W. Murley

Susan W. Murley, a Partner

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2006, except with respect to our opinion on the consolidated financial statements insofar as it relates to the restatement as described in Note U, as to which the date is September 12, 2006, relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Annual Report on Form 10-K/A for the year ended December 31, 2005.  We also consent to the incorporation by reference of our report dated March 16, 2006 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K/A.  We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

November 17, 2006