content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on December 30, 1994
  
                                                    Registration No. 33-______
  
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      under
                            THE SECURITIES ACT OF 1933
                                        
                                    IMRS INC.
              (Exact name of registrant as specified in its charter)
                                        
           Delaware                                       06-1326879
     (State or other jurisdiction of          (I.R.S. Employer Identification No.)
      incorporation or organization)
  
                     777 Long Ridge Road, Stamford, CT 06902
            (Address of Principal Executive Offices)      (Zip Code)
  
                             ________________________
  
      PILLAR CORPORATION* 1988 STOCK OPTION PLAN
      PILLAR CORPORATION* 1992 LONG-TERM EQUITY INCENTIVE PLAN
                            (Full title of the plans)
  
                                 James A. Perakis
                      President and Chief Executive Officer
                                    IMRS INC.
                     777 Long Ridge Road, Stamford, CT 06902
                     (Name and address of agent for service)
  
                                  (203) 321-3500
           (Telephone number, including area code of agent for service)
  
                             ________________________
                                        
           Approximate date of commencement of sales pursuant to plans:
     From time to time after the Registration Statement has become effective.
  
  *IMRS Pillar Corporation, a California corporation, is a wholly-owned   
  subsidiary of the issuer and the successor in interest to Masterplan Software,
  Inc., a California corporation.
  
                                ___________________
  <PAGE>   2
  
  <TABLE>
  
                          CALCULATION OF REGISTRATION FEE
  ============================================================================================
  <CAPTION>
  Title of Securities to     Amount to be   Proposed         Proposed             Amount of
  be registered              registered     maximum          maximum              registration 
                                            offering price   aggregate            fee
                                            per share(1)     offering price(1)
  - --------------------------------------------------------------------------------------------
  <S>                          <C>            <C>            <C>                  <C>
  1988 STOCK OPTION 
  PLAN
  
  Common Stock (Par            21,684         $  N/A         $ 50,261             $ 17.33
  Value $.01)
  
  1992 LONG-TERM 
  EQUITY INCENTIVE
  PLAN
  
  Common Stock (Par            48,574         $  N/A         $127,353             $ 43.91
  Value $.01)
  
  
  Total Number of
     Shares Registered:        70,258
                                                                 Aggregate fee:   $ 61.24
                                                             Minimum Filing Fee   $100.00
  ============================================================================================
  (1) All shares are issuable upon the exercise of outstanding options with fixed exercise 
  prices.  Pursuant to Rule 457(h)(1), the aggregate offering price and the fee have been 
  computed upon the basis of the price at which the options may be exercised.  The offering 
  price per share set forth for such shares is the weighted average exercise price per share 
  at which such options are exercisable.  Options granted under the 1988 Stock Option Plan have 
  a weighted average exercise price of $2.32 per share and options granted under the 1992 
  Long-Term Equity Incentive Plan have a weighted average exercise price of $2.62 per share.  
  All of the options granted pursuant to these plans are being registered hereby.  There will 
  be no additional options grants under the plans in the future.
  ============================================================================================
  </TABLE>
  
  <PAGE>   3
  
                                      PART I
                                         
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.   Plan Information.
            -----------------
  
     Not required to be filed with the Securities and Exchange Commission (the
  "Commission").
  
  Item 2.   Registrant Information and Employee Plan Annual Information.
            ------------------------------------------------------------
  
     Not required to be filed with the Commission.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference.
            ----------------------------------------
  
     The following documents filed with the Commission by IMRS Inc. (the
  "Company") are incorporated herein by reference as of their respective dates:
  
          (a)  The Company's Annual Report on form 10-K for the fiscal year ended
  June 30, 1994 (the "Annual Report"), incorporating audited financial statements
  for the fiscal year ended June 30, 1994.  The audited financial statements
  included in the Annual Report were examined and reported on by Ernst & Young
  LLP, independent certified public accountants.
  
          (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
  ended September 30, 1994.
  
          (c)  The Company's Current Report on Form 8-K dated as of November 29,
  1994.
  
          (d)  The section entitled "Description of Registrant's Securities to be
  Registered" contained in the Company's Registration Statement on Form 8-A filed
  pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), and incorporating by reference the information contained
  in the Company's Registration Statement No. 33-42855 on Form S-1, as amended.
  
          All documents subsequently filed by the Company with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
  date hereof and prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference and to be part hereof from the date of filing of such documents.
  
  Item 4.   Description of Securities.
            --------------------------
  
          Not applicable.
  
  Item 5.   Interest of Named Experts and Counsel.
            --------------------------------------
  
          Not applicable.
  
  <PAGE>   4
  
  
  Item 6.   Indemnification of Directors and Officers.
            ------------------------------------------
  
          Article Seventh of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be liable for
  any breach of fiduciary duty, except to the extent that the Delaware General
  Corporation Law prohibits the elimination of liability of directors for breach
  of fiduciary duty.
  
          Article Twelfth of the Registrant's Amended and Restated Certificate of 
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  litigation or other legal proceeding (other than an action by or in the right of
  the Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts  paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that despite such adjudication but in view
  of all of the circumstances, he is entitled to indemnification of such 
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith.  Expenses shall be advanced to a director or
  officer at his request, provided that he undertakes to repay the amount advanced
  if it is ultimately determined that he is not entitled to indemnification for
  such expenses.
  
          Indemnification is required to be made unless the Registrant or
  independent legal counsel determines that the applicable standard of conduct
  required for indemnification has not been met.  In the event of a determination
  by the Registrant or independent legal counsel that the director or officer did
  not meet the applicable standard of conduct required for indemnification, or if
  the Registrant fails to make an indemnification payment within sixty (60) days
  after such payment is claimed by such person, such person is permitted to
  petition the court to make an independent determination as to whether such
  person is entitled to indemnification.  As a condition precedent to the right of
  indemnification, the director or officer must give the Registrant notice of the
  action for which indemnity is sought and the Registrant has the right to
  participate in such action or assume the defense thereof.
  
          Article Twelfth of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that the indemnification provided therein is not
  exclusive, and provides that in the event the Delaware General Corporation Law
  is amended to expand the indemnification permitted to directors or officers the
  Registrant must indemnify those persons to the fullest extent permitted by such
  law as so amended.
  
          The Registrant maintains directors and officers liability insurance for
  the benefit of its directors and officers.
  
  <PAGE>   5
  
  Item 7.   Exception from Registration Claimed.
            ------------------------------------
  
          Not applicable.
  
  <TABLE>
  Item 8.   Exhibits.
            ---------
  <CAPTION>
  Exhibit No.                     Description of Exhibit
  - -----------                     ----------------------
     <S>                          <C>
      4.1                         Restated Certificate of Incorporation of the Registrant
                                  (filed as Exhibit 3.1 to the Registrant's Registration
                                  Statement on Form S-1, file No. 33-42855, and
                                  incorporated herein by reference).
  
      4.2                         By-laws, as amended and restated, of the Registrant
                                  (filed as Exhibit 3.2 to the Registrant's Registration
                                  Statement on Form S-1, file No. 33-42855, and
                                  incorporated herein by reference).
  
      4.3                         Pillar Corporation 1988 Stock Option Plan (including a                               
                                  copy of the Forms of Pillar NonStatutory Stock Option
                                  Agreement and Amendment thereto).
  
      4.4                         Pillar Corporation 1992 Long-Term Equity Incentive Plan.
  
      4.5                         Form of Stock Option Grant under the Pillar Corporation 
                                  1992 Long-Term Equity Incentive Plan.
  
      5.1                         Opinion of Testa, Hurwitz & Thibeault.
  
     23.1                         Consent of Ernst & Young LLP.
  
     23.2                         Consent of Testa, Hurwitz & Thibeault (included in                            
                                  Exhibit 5.1).
  
     24.1                         Power of Attorney (contained in Page 7 of this
                                  Registration Statement).
  </TABLE>
  
  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:
  
                  (i)    To include any prospectus required by Section 10(a)(3) of
                         the Securities Act of 1933 (the "Securities Act");
  
                  (ii)   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     
  
  <PAGE>   6
  
                         fundamental change in the information set forth  
                         in the registration statement;
  
  
                  (iii)  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 (a)(1)(i) and (a)(1)(ii) do not apply if the
  registration statement is on Form S-3, Form S-8 or Form F-3 and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission
  by the registrant pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act that are incorporated by reference in the registration statement.
  
               (2)  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.
  
               (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 Section 15(d) of the
  Securities Exchange Act (and, where applicable, each filing of an employee
  benefit plan's annual report pursuant to Section 15(d) of the Securities
  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)  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 (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.
  
  
  <PAGE>   7
  
                                    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 Stamford, State of Connecticut, on December 30, 1994.
  
                                         IMRS INC.
  
  
  
                                         By: /s/ James A. Perakis
                                             -------------------------------------
                                             James A. Perakis
                                             President and Chief Executive Officer
  
  
  
                                 POWER OF ATTORNEY
  
  
          EACH PERSON WHOSE SIGNATURE appears below this Registration Statement
  hereby constitutes and appoints James A. Perakis and Lucy Rae Ricciardi and each
  of them, with full power to act without the other, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead in any and all effective amendment) to
  this Registration Statement on Form S-8 of IMRS Inc., 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 fully to all intents and purposes as
  he might or could do in person thereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their or his substitute, may
  lawfully do or cause to be done by virtue hereof.
  
  <TABLE>
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement or amendment thereto has been signed by the following
  persons in the capacities and on the date indicated.
  
  
  <CAPTION>
       SIGNATURE           CAPACITY                       DATE
       ---------           --------                       ----
  <S>                      <C>                            <C>
  /s/ James A. Perakis     President, Chief               December 30, 1994
  - ----------------------   Executive Officer
   James A. Perakis        and Director
                           (principal executive
                            officer)
  
  
  /s/ Lucy Rae Ricciardi   Chief Financial Officer        December 30, 1994
  - ----------------------   (principal financial
  Lucy Rae Ricciardi       and accounting officer)
  
  </TABLE>
  <PAGE>   8
  
  
  <TABLE>
  <CAPTION>
       SIGNATURE                  CAPACITY                DATE
       ---------                  --------                ----
  <S>                             <C>                     <C>
  /s/ Gary G. Greenfield          Director                December 30, 1994
  - ---------------------------
  Gary G. Greenfield
  
  
  /s/ Harry S. Gruner             Director                December 30, 1994
  - ---------------------------
  Harry S. Gruner
  
  
  /s/ William W. Helman IV        Director                December 30, 1994
  - ---------------------------
  William W. Helman IV
  
  
  /s/ Marco Arese Lucini          Director                December 30, 1994
  - ---------------------------
  Marco Arese Lucini
  
  
  /s/ Aldo Papone                 Director                December 30, 1994
  - ---------------------------
  Aldo Papone
  
  
                                  Director                December __, 1994
  - ---------------------------
  Robert W. Thomson
  </TABLE>
  
  <PAGE>   9
  
  
  
  
  <TABLE>
                                     Exhibits
  
  <CAPTION>
  Exhibit No.                     Description of Exhibit
  - -----------                     ----------------------
     <S>                          <C>
      4.1                         Restated Certificate of Incorporation of the Registrant
                                  (filed as Exhibit 3.1 to the Registrant's Registration
                                  Statement on Form S-1, file No. 33-42855, and
                                  incorporated herein by reference).
  
      4.2                         By-laws, as amended and restated, of the Registrant
                                  (filed as Exhibit 3.2 to the Registrant's Registration
                                  Statement on Form S-1, file No. 33-42855, and
                                  incorporated herein by reference).
  
      4.3                         Pillar Corporation 1988 Stock Option Plan (including a
                                  copy of the Forms of Pillar NonStatutory Stock Option
                                  Agreement and Amendment thereto).
  
      4.4                         Pillar Corporation 1992 Long-Term Equity Incentive
                                  Plan.
  
      4.5                         Form of Stock Option Grant under the                                         
                                  Pillar Corporation 1992 Long-Term Equity Incentive
                                  Plan.
  
      5.1                         Opinion of Testa, Hurwitz & Thibeault.
  
     23.1                         Consent of Ernst & Young LLP.
  
     23.2                         Consent of Testa, Hurwitz & Thibeault (included in                            
                                  Exhibit 5.1).
  
     24.1                         Power of Attorney (contained in Page 7 of this
                                  Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PILLAR CORP. STOCK OPTION & LONG TERM INCENTIVE", "secsgml_size_bytes": 22158}]
metadata_filer: {"company-data": {"conformed-name": "IMRS INC", "cik": "0000878594", "assigned-sic": "7372", "irs-number": "061326879", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57143", "film-number": "94567289"}, "business-address": {"street1": "777 LONG RIDGE RD", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033213500"}, "mail-address": {"street1": "777 LONG RIDGE ROAD", "city": "STAMFORD", "state": "CT", "zip": "06902"}}
text: 1
  
  As filed with the Securities and Exchange Commission on December 30, 1994
  
                                                    Registration No. 33-______
  
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      under
                            THE SECURITIES ACT OF 1933
                                        
                                    IMRS INC.
              (Exact name of registrant as specified in its charter)
                                        
           Delaware                                       06-1326879
     (State or other jurisdiction of          (I.R.S. Employer Identification No.)
      incorporation or organization)
  
                     777 Long Ridge Road, Stamford, CT 06902
            (Address of Principal Executive Offices)      (Zip Code)
  
                             ________________________
  
      PILLAR CORPORATION* 1988 STOCK OPTION PLAN
      PILLAR CORPORATION* 1992 LONG-TERM EQUITY INCENTIVE PLAN
                            (Full title of the plans)
  
                                 James A. Perakis
                      President and Chief Executive Officer
                                    IMRS INC.
                     777 Long Ridge Road, Stamford, CT 06902
                     (Name and address of agent for service)
  
                                  (203) 321-3500
           (Telephone number, including area code of agent for service)
  
                             ________________________
                                        
           Approximate date of commencement of sales pursuant to plans:
     From time to time after the Registration Statement has become effective.
  
  *IMRS Pillar Corporation, a California corporation, is a wholly-owned   
  subsidiary of the issuer and the successor in interest to Masterplan Software,
  Inc., a California corporation.
  
                                ___________________
  2
  
                          CALCULATION OF REGISTRATION FEE
  ============================================================================================
  Title of Securities to     Amount to be   Proposed         Proposed             Amount of
  be registered              registered     maximum          maximum              registration 
                                            offering price   aggregate            fee
                                            per share(1)     offering price(1)
  - --------------------------------------------------------------------------------------------
  1988 STOCK OPTION 
  PLAN
  
  Common Stock (Par            21,684         $  N/A         $ 50,261             $ 17.33
  Value $.01)
  
  1992 LONG-TERM 
  EQUITY INCENTIVE
  PLAN
  
  Common Stock (Par            48,574         $  N/A         $127,353             $ 43.91
  Value $.01)
  
  Total Number of
     Shares Registered:        70,258
                                                                 Aggregate fee:   $ 61.24
                                                             Minimum Filing Fee   $100.00
  ============================================================================================
  (1) All shares are issuable upon the exercise of outstanding options with fixed exercise 
  prices.  Pursuant to Rule 457(h)(1), the aggregate offering price and the fee have been 
  computed upon the basis of the price at which the options may be exercised.  The offering 
  price per share set forth for such shares is the weighted average exercise price per share 
  at which such options are exercisable.  Options granted under the 1988 Stock Option Plan have 
  a weighted average exercise price of $2.32 per share and options granted under the 1992 
  Long-Term Equity Incentive Plan have a weighted average exercise price of $2.62 per share.  
  All of the options granted pursuant to these plans are being registered hereby.  There will 
  be no additional options grants under the plans in the future.
  ============================================================================================
  3
  
                                      PART I
                                         
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.   Plan Information.
            -----------------
  
     Not required to be filed with the Securities and Exchange Commission (the
  "Commission").
  
  Item 2.   Registrant Information and Employee Plan Annual Information.
            ------------------------------------------------------------
  
     Not required to be filed with the Commission.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference.
            ----------------------------------------
  
     The following documents filed with the Commission by IMRS Inc. (the
  "Company") are incorporated herein by reference as of their respective dates:
  
          (a)  The Company's Annual Report on form 10-K for the fiscal year ended
  June 30, 1994 (the "Annual Report"), incorporating audited financial statements
  for the fiscal year ended June 30, 1994.  The audited financial statements
  included in the Annual Report were examined and reported on by Ernst & Young
  LLP, independent certified public accountants.
  
          (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
  ended September 30, 1994.
  
          (c)  The Company's Current Report on Form 8-K dated as of November 29,
  1994.
  
          (d)  The section entitled "Description of Registrant's Securities to be
  Registered" contained in the Company's Registration Statement on Form 8-A filed
  pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), and incorporating by reference the information contained
  in the Company's Registration Statement No. 33-42855 on Form S-1, as amended.
  
          All documents subsequently filed by the Company with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
  date hereof and prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference and to be part hereof from the date of filing of such documents.
  
  Item 4.   Description of Securities.
            --------------------------
  
          Not applicable.
  
  Item 5.   Interest of Named Experts and Counsel.
            --------------------------------------
  
          Not applicable.
  4
  
  Item 6.   Indemnification of Directors and Officers.
            ------------------------------------------
  
          Article Seventh of the Registrant's Amended and Restated Certificate of
  Incorporation provides that no director of the Registrant shall be liable for
  any breach of fiduciary duty, except to the extent that the Delaware General
  Corporation Law prohibits the elimination of liability of directors for breach
  of fiduciary duty.
  
          Article Twelfth of the Registrant's Amended and Restated Certificate of 
  Incorporation provides that a director or officer of the Registrant (a) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement incurred in connection with any
  litigation or other legal proceeding (other than an action by or in the right of
  the Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts  paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that despite such adjudication but in view
  of all of the circumstances, he is entitled to indemnification of such 
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith.  Expenses shall be advanced to a director or
  officer at his request, provided that he undertakes to repay the amount advanced
  if it is ultimately determined that he is not entitled to indemnification for
  such expenses.
  
          Indemnification is required to be made unless the Registrant or
  independent legal counsel determines that the applicable standard of conduct
  required for indemnification has not been met.  In the event of a determination
  by the Registrant or independent legal counsel that the director or officer did
  not meet the applicable standard of conduct required for indemnification, or if
  the Registrant fails to make an indemnification payment within sixty (60) days
  after such payment is claimed by such person, such person is permitted to
  petition the court to make an independent determination as to whether such
  person is entitled to indemnification.  As a condition precedent to the right of
  indemnification, the director or officer must give the Registrant notice of the
  action for which indemnity is sought and the Registrant has the right to
  participate in such action or assume the defense thereof.
  
          Article Twelfth of the Registrant's Amended and Restated Certificate of
  Incorporation further provides that the indemnification provided therein is not
  exclusive, and provides that in the event the Delaware General Corporation Law
  is amended to expand the indemnification permitted to directors or officers the
  Registrant must indemnify those persons to the fullest extent permitted by such
  law as so amended.
  
          The Registrant maintains directors and officers liability insurance for
  the benefit of its directors and officers.
  5
  
  Item 7.   Exception from Registration Claimed.
            ------------------------------------
  
          Not applicable.
  
  Item 8.   Exhibits.
            ---------
  Exhibit No.                     Description of Exhibit
  - -----------                     ----------------------
  4.1                         Restated Certificate of Incorporation of the Registrant
                                  (filed as Exhibit 3.1 to the Registrant's Registration
                                  Statement on Form S-1, file No. 33-42855, and
                                  incorporated herein by reference).
  
      4.2                         By-laws, as amended and restated, of the Registrant
                                  (filed as Exhibit 3.2 to the Registrant's Registration
                                  Statement on Form S-1, file No. 33-42855, and
                                  incorporated herein by reference).
  
      4.3                         Pillar Corporation 1988 Stock Option Plan (including a                               
                                  copy of the Forms of Pillar NonStatutory Stock Option
                                  Agreement and Amendment thereto).
  
      4.4                         Pillar Corporation 1992 Long-Term Equity Incentive Plan.
  
      4.5                         Form of Stock Option Grant under the Pillar Corporation 
                                  1992 Long-Term Equity Incentive Plan.
  
      5.1                         Opinion of Testa, Hurwitz & Thibeault.
  
     23.1                         Consent of Ernst & Young LLP.
  
     23.2                         Consent of Testa, Hurwitz & Thibeault (included in                            
                                  Exhibit 5.1).
  
     24.1                         Power of Attorney (contained in Page 7 of this
                                  Registration Statement).
  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:
  
                  (i)    To include any prospectus required by Section 10(a)(3) of
                         the Securities Act of 1933 (the "Securities Act");
  
                  (ii)   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
  6
  
                         fundamental change in the information set forth  
                         in the registration statement;
  
                  (iii)  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 (a)(1)(i) and (a)(1)(ii) do not apply if the
  registration statement is on Form S-3, Form S-8 or Form F-3 and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission
  by the registrant pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act that are incorporated by reference in the registration statement.
  
               (2)  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.
  
               (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 Section 15(d) of the
  Securities Exchange Act (and, where applicable, each filing of an employee
  benefit plan's annual report pursuant to Section 15(d) of the Securities
  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)  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 (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.
  7
  
                                    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 Stamford, State of Connecticut, on December 30, 1994.
  
                                         IMRS INC.
  
                                         By: /s/ James A. Perakis
                                             -------------------------------------
                                             James A. Perakis
                                             President and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
          EACH PERSON WHOSE SIGNATURE appears below this Registration Statement
  hereby constitutes and appoints James A. Perakis and Lucy Rae Ricciardi and each
  of them, with full power to act without the other, his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead in any and all effective amendment) to
  this Registration Statement on Form S-8 of IMRS Inc., 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 fully to all intents and purposes as
  he might or could do in person thereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their or his substitute, may
  lawfully do or cause to be done by virtue hereof.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement or amendment thereto has been signed by the following
  persons in the capacities and on the date indicated.
  SIGNATURE           CAPACITY                       DATE
       ---------           --------                       ----
  /s/ James A. Perakis     President, Chief               December 30, 1994
  - ----------------------   Executive Officer
   James A. Perakis        and Director
                           (principal executive
                            officer)
  
  /s/ Lucy Rae Ricciardi   Chief Financial Officer        December 30, 1994
  - ----------------------   (principal financial
  Lucy Rae Ricciardi       and accounting officer)
  8
  SIGNATURE                  CAPACITY                DATE
       ---------                  --------                ----
  /s/ Gary G. Greenfield          Director                December 30, 1994
  - ---------------------------
  Gary G. Greenfield
  
  /s/ Harry S. Gruner             Director                December 30, 1994
  - ---------------------------
  Harry S. Gruner
  
  /s/ William W. Helman IV        Director                December 30, 1994
  - ---------------------------
  William W. Helman IV
  
  /s/ Marco Arese Lucini          Director                December 30, 1994
  - ---------------------------
  Marco Arese Lucini
  
  /s/ Aldo Papone                 Director                December 30, 1994
  - ---------------------------
  Aldo Papone
  
                                  Director                December __, 1994
  - ---------------------------
  Robert W. Thomson
  9
  
                                     Exhibits
  Exhibit No.                     Description of Exhibit
  - -----------                     ----------------------
  4.1                         Restated Certificate of Incorporation of the Registrant
                                  (filed as Exhibit 3.1 to the Registrant's Registration
                                  Statement on Form S-1, file No. 33-42855, and
                                  incorporated herein by reference).
  
      4.2                         By-laws, as amended and restated, of the Registrant
                                  (filed as Exhibit 3.2 to the Registrant's Registration
                                  Statement on Form S-1, file No. 33-42855, and
                                  incorporated herein by reference).
  
      4.3                         Pillar Corporation 1988 Stock Option Plan (including a
                                  copy of the Forms of Pillar NonStatutory Stock Option
                                  Agreement and Amendment thereto).
  
      4.4                         Pillar Corporation 1992 Long-Term Equity Incentive
                                  Plan.
  
      4.5                         Form of Stock Option Grant under the                                         
                                  Pillar Corporation 1992 Long-Term Equity Incentive
                                  Plan.
  
      5.1                         Opinion of Testa, Hurwitz & Thibeault.
  
     23.1                         Consent of Ernst & Young LLP.
  
     23.2                         Consent of Testa, Hurwitz & Thibeault (included in                            
                                  Exhibit 5.1).
  
     24.1                         Power of Attorney (contained in Page 7 of this
                                  Registration Statement).