content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on October 18, 1996
                                                   Registration No. 333-
       ------------------------------------------------------------------------
           S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N
  
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                        WEST COAST ENTERTAINMENT CORPORATION
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
                  Delaware                                      04-3278751
       -------------------------------                        ------------------ 
       (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                         Identification No.)
  
                 9990 Global Road, Philadelphia, Pennsylvania     19115
                 ------------------------------------------------------
                 (Address of principal executive offices)    (Zip Code)
  
                          1995 EMPLOYEE STOCK PURCHASE PLAN
                          ---------------------------------
                              (Full title of the plan)
  
                                 John H. Chory, Esq.
                                    Hale and Dorr
                                   60 State Street
                             Boston, Massachusetts 02109
                       --------------------------------------- 
                       (Name and address of agent for service)
  
  
                                   (617) 526-6674
            ------------------------------------------------------------- 
            (Telephone number, including area code, of agent for service)
  
  
  <TABLE>
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  
  <CAPTION>
     Title of                       Proposed          Proposed
    Securities      Amount to       Maximum           Maximum        Amount of
      to be             be       Offering Price      Aggregate      Registration
    Registered      Registered      Per Share      Offering Price       Fee
    ----------      ----------   --------------    --------------   ------------
  
    <S>              <C>           <C>              <C>                <C>
    Common Stock,    125,000       $11.125 (1)      $1,390,625(1)      $422.00
    $.01 par         shares
    value
  
    --------------------------
    <FN>
      (1) Estimated solely for the purpose of calculating the registration fee,
    and based on the average of the high and low prices as reported by Nasdaq on
    October 15, 1996, in accordance with Securities Act Rule 457(c) and (h).
  
  
  </TABLE>
  
  
  <PAGE>   2
  
           PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                The information required by Part I is included in documents sent
           or given to participants in the 1995 Employee Stock Purchase Plan of
           West Coast Entertainment Corporation, a Delaware corporation (the
           "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of
           1933, as amended (the "Securities Act").
  
           PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                Item 3.  Incorporation of Certain Documents by Reference.
                         -----------------------------------------------
  
                The Registrant is subject to the informational and reporting
           requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange
           Act of 1934 (as amended, the "Exchange Act"), and in accordance
           therewith files reports, proxy statements and other information with
           the Securities and Exchange Commission. The following documents, which
           are filed with the Securities and Exchange Commission, are incorporated
           in this Registration Statement by reference:
  
                (1)  The Company's Quarterly Report on Form 10-Q for the quarter
           ended April 30, 1996;
  
                (2)  The Company's Quarterly Report on Form 10-Q for the quarter
           ended July 31, 1996;
  
                (3)  The Company's Current Report on Form 8-K, dated May 17, 1996;
  
                (4)  The Company's Current Report on Form 8-K, dated September 
           30, 1996; and
          
                (5)  The description of the Common Stock, $.01 par value per share
           ("Common Stock"), contained in the Company's Registration Statement on
           Form 8-A as filed with the Commission on January 12, 1996.
  
                All documents subsequently filed by the Registrant pursuant to
           Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
           filing of a post-effective amendment which indicates that all shares of
           Common Stock offered hereby have been sold, or which deregisters all
           shares of Common Stock then remaining unsold, shall be deemed to be
           incorporated by reference herein and to be part hereof from the date of
           the filing of such documents.
  
                Item 4.  Description of Securities.
                         -------------------------
  
                Not applicable.
  
  
  
  
  
  
  
                                        - 2 -
  
  
  <PAGE>   3
  
  
  
  
  
  
                Item 5.  Interests of Named Experts and Counsel.
                         --------------------------------------
    
                The validity of the Common Stock offered hereby has been passed
           upon for the Company by Hale and Dorr, Boston, Massachusetts. John H.
           Chory, a partner of Hale and Dorr, shares voting and dispositive power,
           as co-trustee of the Ralph W. Standley III Irrevocable Trust, with
           respect to 342,820 shares of Common Stock owned by such trust.
  
                Item 6.  Indemnification of Directors and Officers.
                         -----------------------------------------
    
                The Registrant's Certificate of Incorporation contains certain
           provisions permitted under the General Corporation Law of Delaware
           relating to the liability of directors. These provisions eliminate a
           director's liability for monetary damages for a breach of fiduciary
           duty, except in certain circumstances involving wrongful acts, such as
           the breach of a director's duty of loyalty or acts or omissions which
           involve intentional misconduct or a knowing violation of the law. The
           Registrant's Certificate of Incorporation also contains provisions
           obligating the Registrant to indemnify its directors and officers to
           the fullest extent permitted by the General Corporation Law of
           Delaware.
  
                The Registrant has purchased and maintains insurance coverage
           under a policy insuring directors and officers of the Registrant
           against certain liabilities which they may incur as directors or
           officers of the Registrant, which may include coverage for liabilities
           arising under the Securities Act.
  
                Item 7.  Exemption From Registration Claimed.
                         -----------------------------------
  
                Not applicable.
  
                Item 8.  Exhibits.
                         -------- 
  
                The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.
  
                Item 9.  Undertakings.
                         ------------
  
                1.   The Registrant hereby undertakes:
  
                     (a) 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;
  
  
  
  
  
                                        - 3 -
  
  
  <PAGE>   4
  
  
  
  
  
  
                    (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
                          fundamental change in the information set forth in the
                          registration statement; and
  
                   (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 (i) and (ii) do not apply if the
                registration statement is on Form S-3 or Form S-8, and the
                information required to be included in a post-effective amendment
                by those paragraphs is contained in periodic reports filed by the
                Registrant pursuant to Section 13 or Section 15(d) of the Exchange
                Act that are incorporated by reference in the registration
                statement.
  
                     (b) 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.
  
                     (c) 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.
  
                2. The 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 Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the Exchange
           Act) that is incorporated by reference in the registration statement
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be in the initial bona fide offering thereof.
  
                3. 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
  
  
  
                                        - 4 -
  
  
  <PAGE>   5
  
  
  
  
  
  
           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 of
           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.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        - 5 -
  
  
  <PAGE>   6
  
  
  
  
  
  
  
                                     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 Philadelphia, Pennsylvania,
           on this 17th day of October, 1996.
  
  
                                         WEST COAST ENTERTAINMENT CORPORATION
  
  
  
                                         By: /s/ T. Kyle Standley
                                             ----------------------------- 
                                             T. Kyle Standley
                                             President and
                                              Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
                We, the undersigned officers and directors of West Coast
           Entertainment Corporation hereby severally constitute and appoint Ralph
           W. Standley III, T. Kyle Standley and John H. Chory, 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 amendments to said Registration Statement and generally
           to do all such things in our name and behalf in our capacities as
           officers and directors to enable West Coast Entertainment Corporation,
           to comply with the provisions of the Securities Act of 1933, as
           amended, and all requirements of the Securities and Exchange
           Commission, hereby ratifying and confirming our signatures as they may
           be signed by our said attorneys, or any of them, to said Registration
           Statement and any and all amendments thereto.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        - 6 -
  
  
  <PAGE>   7
  
  
  
  
  
                WITNESS our hands and common seal on the date set forth below.
  
                Pursuant to the requirements of the Securities Act of 1933, this
           Registration Statement has been signed by the following persons in the
           capacities indicated as of October 17, 1996.
  
             Signature                         Title
             ---------                         -----
  
  
        /s/ T. Kyle Standley         President, Chief Executive
        -------------------------    Officer and Director
        T. Kyle Standley             (Principal Executive Officer)
                                     
  
        /s/ Richard G. Kelly         Chief Financial Officer
        -------------------------    (Principal Financial Officer)
        Richard G. Kelly             
  
  
        /s/ Jerry Misterman          Chief Accounting Officer
        -------------------------    (Principal Accounting Officer)
        Jerry Misterman              
  
  
        /s/ Ralph W. Standley III    Chairman and Director
        -------------------------
        Ralph W. Standley III
  
  
        /s/ Donald R. Thomas         Director
        -------------------------
        Donald R. Thomas
  
  
        /s/ Peter Balner             Director
        -------------------------
        Peter Balner
  
  
        /s/ M. Trent Standley        Director
        -------------------------
        M. Trent Standley
  
  
                                     Director
        -------------------------
        James B. Dineen, Jr.
  
  
        /s/ C. Stewart Forbes        Director
        -------------------------
        C. Stewart Forbes
  
  
        /s/ Wesley F. Hoag           Director
        -------------------------
        Wesley F. Hoag
  
  
  
  
                                        - 7 -
  
  
  <PAGE>   8
  
  
  
  
  
  
  
                                    EXHIBIT INDEX
  
  
           Exhibit
           Number
           ------- 
  
           4.1       Certificate of Incorporation, as amended (1)
  
           4.2       By-Laws (2)
  
           4.3       Specimen Certificate of Common Stock of the
                     Registrant (3)
  
           5.1       Opinion of Hale and Dorr
  
           23.1      Consent of Hale and Dorr (included in
                     Exhibit 5.1)
  
           24.1      Power of Attorney (included in the signature
                     pages of this Registration Statement)
  
  
  
           -----------------------
           [FN]
           
           (1)   Incorporated herein by reference to Exhibits 3.1 through 3.5
                 to the Registrant's Registration Statement on Form S-1 (File
                 No. 333-00272).
  
           (2)   Incorporated herein by reference to Exhibit 3.6 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-00272).
  
           (3)   Incorporated herein by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-00272).
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        - 8 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "WEST COAST ENTERTAINMENT CORPORATION", "secsgml_size_bytes": 17143}]
metadata_filer: {"company-data": {"conformed-name": "WEST COAST ENTERTAINMENT CORP", "cik": "0001005858", "assigned-sic": "7841", "irs-number": "043278751", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14405", "film-number": "96645208"}, "business-address": {"street1": "9900 GLOBAL RD", "city": "PHILADELPHIA", "state": "PA", "zip": "19115", "phone": "2156771000"}, "mail-address": {"street2": "9990 GLOBAL ROAD", "city": "PHILADELPHIA", "state": "PA", "zip": "19115"}}
text: 1
  
     As filed with the Securities and Exchange Commission on October 18, 1996
                                                   Registration No. 333-
       ------------------------------------------------------------------------
           S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N
  
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                        WEST COAST ENTERTAINMENT CORPORATION
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                  Delaware                                      04-3278751
       -------------------------------                        ------------------ 
       (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                         Identification No.)
  
                 9990 Global Road, Philadelphia, Pennsylvania     19115
                 ------------------------------------------------------
                 (Address of principal executive offices)    (Zip Code)
  
                          1995 EMPLOYEE STOCK PURCHASE PLAN
                          ---------------------------------
                              (Full title of the plan)
  
                                 John H. Chory, Esq.
                                    Hale and Dorr
                                   60 State Street
                             Boston, Massachusetts 02109
                       --------------------------------------- 
                       (Name and address of agent for service)
  
                                   (617) 526-6674
            ------------------------------------------------------------- 
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  Title of                       Proposed          Proposed
    Securities      Amount to       Maximum           Maximum        Amount of
      to be             be       Offering Price      Aggregate      Registration
    Registered      Registered      Per Share      Offering Price       Fee
    ----------      ----------   --------------    --------------   ------------
  Common Stock,    125,000       $11.125 (1)      $1,390,625(1)      $422.00
    $.01 par         shares
    value
  
    --------------------------
  (1) Estimated solely for the purpose of calculating the registration fee,
    and based on the average of the high and low prices as reported by Nasdaq on
    October 15, 1996, in accordance with Securities Act Rule 457(c) and (h).
  2
  
           PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                The information required by Part I is included in documents sent
           or given to participants in the 1995 Employee Stock Purchase Plan of
           West Coast Entertainment Corporation, a Delaware corporation (the
           "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of
           1933, as amended (the "Securities Act").
  
           PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                Item 3.  Incorporation of Certain Documents by Reference.
                         -----------------------------------------------
  
                The Registrant is subject to the informational and reporting
           requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange
           Act of 1934 (as amended, the "Exchange Act"), and in accordance
           therewith files reports, proxy statements and other information with
           the Securities and Exchange Commission. The following documents, which
           are filed with the Securities and Exchange Commission, are incorporated
           in this Registration Statement by reference:
  
                (1)  The Company's Quarterly Report on Form 10-Q for the quarter
           ended April 30, 1996;
  
                (2)  The Company's Quarterly Report on Form 10-Q for the quarter
           ended July 31, 1996;
  
                (3)  The Company's Current Report on Form 8-K, dated May 17, 1996;
  
                (4)  The Company's Current Report on Form 8-K, dated September 
           30, 1996; and
          
                (5)  The description of the Common Stock, $.01 par value per share
           ("Common Stock"), contained in the Company's Registration Statement on
           Form 8-A as filed with the Commission on January 12, 1996.
  
                All documents subsequently filed by the Registrant pursuant to
           Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
           filing of a post-effective amendment which indicates that all shares of
           Common Stock offered hereby have been sold, or which deregisters all
           shares of Common Stock then remaining unsold, shall be deemed to be
           incorporated by reference herein and to be part hereof from the date of
           the filing of such documents.
  
                Item 4.  Description of Securities.
                         -------------------------
  
                Not applicable.
  
                                        - 2 -
  3
  
                Item 5.  Interests of Named Experts and Counsel.
                         --------------------------------------
    
                The validity of the Common Stock offered hereby has been passed
           upon for the Company by Hale and Dorr, Boston, Massachusetts. John H.
           Chory, a partner of Hale and Dorr, shares voting and dispositive power,
           as co-trustee of the Ralph W. Standley III Irrevocable Trust, with
           respect to 342,820 shares of Common Stock owned by such trust.
  
                Item 6.  Indemnification of Directors and Officers.
                         -----------------------------------------
    
                The Registrant's Certificate of Incorporation contains certain
           provisions permitted under the General Corporation Law of Delaware
           relating to the liability of directors. These provisions eliminate a
           director's liability for monetary damages for a breach of fiduciary
           duty, except in certain circumstances involving wrongful acts, such as
           the breach of a director's duty of loyalty or acts or omissions which
           involve intentional misconduct or a knowing violation of the law. The
           Registrant's Certificate of Incorporation also contains provisions
           obligating the Registrant to indemnify its directors and officers to
           the fullest extent permitted by the General Corporation Law of
           Delaware.
  
                The Registrant has purchased and maintains insurance coverage
           under a policy insuring directors and officers of the Registrant
           against certain liabilities which they may incur as directors or
           officers of the Registrant, which may include coverage for liabilities
           arising under the Securities Act.
  
                Item 7.  Exemption From Registration Claimed.
                         -----------------------------------
  
                Not applicable.
  
                Item 8.  Exhibits.
                         -------- 
  
                The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.
  
                Item 9.  Undertakings.
                         ------------
  
                1.   The Registrant hereby undertakes:
  
                     (a) 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;
  
                                        - 3 -
  4
  
                    (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
                          fundamental change in the information set forth in the
                          registration statement; and
  
                   (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 (i) and (ii) do not apply if the
                registration statement is on Form S-3 or Form S-8, and the
                information required to be included in a post-effective amendment
                by those paragraphs is contained in periodic reports filed by the
                Registrant pursuant to Section 13 or Section 15(d) of the Exchange
                Act that are incorporated by reference in the registration
                statement.
  
                     (b) 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.
  
                     (c) 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.
  
                2. The 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 Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the Exchange
           Act) that is incorporated by reference in the registration statement
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be in the initial bona fide offering thereof.
  
                3. 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
  
                                        - 4 -
  5
  
           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 of
           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.
  
                                        - 5 -
  6
  
                                     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 Philadelphia, Pennsylvania,
           on this 17th day of October, 1996.
  
                                         WEST COAST ENTERTAINMENT CORPORATION
  
                                         By: /s/ T. Kyle Standley
                                             ----------------------------- 
                                             T. Kyle Standley
                                             President and
                                              Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
                We, the undersigned officers and directors of West Coast
           Entertainment Corporation hereby severally constitute and appoint Ralph
           W. Standley III, T. Kyle Standley and John H. Chory, 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 amendments to said Registration Statement and generally
           to do all such things in our name and behalf in our capacities as
           officers and directors to enable West Coast Entertainment Corporation,
           to comply with the provisions of the Securities Act of 1933, as
           amended, and all requirements of the Securities and Exchange
           Commission, hereby ratifying and confirming our signatures as they may
           be signed by our said attorneys, or any of them, to said Registration
           Statement and any and all amendments thereto.
  
                                        - 6 -
  7
  
                WITNESS our hands and common seal on the date set forth below.
  
                Pursuant to the requirements of the Securities Act of 1933, this
           Registration Statement has been signed by the following persons in the
           capacities indicated as of October 17, 1996.
  
             Signature                         Title
             ---------                         -----
  
        /s/ T. Kyle Standley         President, Chief Executive
        -------------------------    Officer and Director
        T. Kyle Standley             (Principal Executive Officer)
                                     
  
        /s/ Richard G. Kelly         Chief Financial Officer
        -------------------------    (Principal Financial Officer)
        Richard G. Kelly             
  
        /s/ Jerry Misterman          Chief Accounting Officer
        -------------------------    (Principal Accounting Officer)
        Jerry Misterman              
  
        /s/ Ralph W. Standley III    Chairman and Director
        -------------------------
        Ralph W. Standley III
  
        /s/ Donald R. Thomas         Director
        -------------------------
        Donald R. Thomas
  
        /s/ Peter Balner             Director
        -------------------------
        Peter Balner
  
        /s/ M. Trent Standley        Director
        -------------------------
        M. Trent Standley
  
                                     Director
        -------------------------
        James B. Dineen, Jr.
  
        /s/ C. Stewart Forbes        Director
        -------------------------
        C. Stewart Forbes
  
        /s/ Wesley F. Hoag           Director
        -------------------------
        Wesley F. Hoag
  
                                        - 7 -
  8
  
                                    EXHIBIT INDEX
  
           Exhibit
           Number
           ------- 
  
           4.1       Certificate of Incorporation, as amended (1)
  
           4.2       By-Laws (2)
  
           4.3       Specimen Certificate of Common Stock of the
                     Registrant (3)
  
           5.1       Opinion of Hale and Dorr
  
           23.1      Consent of Hale and Dorr (included in
                     Exhibit 5.1)
  
           24.1      Power of Attorney (included in the signature
                     pages of this Registration Statement)
  
           -----------------------
           [FN]
           
           (1)   Incorporated herein by reference to Exhibits 3.1 through 3.5
                 to the Registrant's Registration Statement on Form S-1 (File
                 No. 333-00272).
  
           (2)   Incorporated herein by reference to Exhibit 3.6 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-00272).
  
           (3)   Incorporated herein by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-00272).
  
                                        - 8 -