content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                on November 6, 2000
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
  
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                               POLYMEDICA CORPORATION
               (Exact name of registrant as specified in its charter)
  
  
          MASSACHUSETTS                                        04-3033368
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                        Identification Number)
  
  
   11 STATE STREET, WOBURN, MASSACHUSETTS                         01801
  (Address of Principal Executive Offices)                      (Zip Code)
  
  
                              2000 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
  
                             JOHN K.P. STONE III, ESQ.,
                                  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
  <TABLE>
  <CAPTION>
  
  ========================== ===================== ========================= ======================= ================
  <S>                            <C>                   <C>                      <C>                     <C>
   Title of securities to        Amount to be          Proposed maximum         Proposed maximum        Amount of
        be registered             registered       offering price per share    aggregate offering     registration
                                                                                     price                 fee
  ========================== ===================== ========================= ======================= ================
  Common Stock,                   1,200,000               $57.38(1)              $68,856,000(1)         $18,178
  $0.01 par value
  ========================== ===================== ========================= ======================= ================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the Common
           Stock on the Nasdaq National Market on November 2, 2000 in accordance
           with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  ================================================================================
  
  <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 Registrant's 2000 Stock Incentive Plan
  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 following documents, which are filed with the Securities
  and Exchange Commission (the "Commission"), are incorporated in this
  Registration Statement by reference:
  
                    (1) The Registrant's latest annual report filed pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), or the latest prospectus filed pursuant
           to Rule 424(b) under the Securities Act that contains audited financial
           statements for the Registrant's latest fiscal year for which such
           statements have been filed.
  
                    (2) All other reports filed pursuant to Section 13(a) or 15(d)
           of the Exchange Act since the end of the fiscal year covered by the
           annual report or the prospectus referred to in (1) above.
  
                    (3) The description of the common stock of the Registrant,
           $0.01 par value per share (the "Common Stock"), contained in the
           Registration Statement on Form 8-A filed under the Exchange Act
           relating to such common stock, including any amendment or report filed
           for the purpose of updating such description.
  
           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. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
  
                                         2
  
  <PAGE>   3
  
  
  
  Item 4.  Description of Securities
  
                    Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
                    Not applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
                    Article 6 of the Company's Restated Articles of Organization
  (the "Articles") provides that the Company shall indemnify each person who is or
  was, or has agreed to become, a director or officer of the Company, and each
  person who is or was serving, or has agreed to serve, at the request of the
  Company, as a director or officer of, or in a similar capacity with, another
  organization or in any capacity with respect to any employee benefit plan of the
  corporation, against all liabilities, costs and expenses, including attorneys'
  fees, reasonably incurred by any such persons in connection with the defense or
  disposition of or otherwise in connection with or resulting from any action,
  suit or other proceeding, and any appeal therefrom, in which they may be
  involved by reason of being or having been such a director or officer, or by
  reason of any action taken or not taken in such capacity, except with respect to
  any matter as to which such person shall have been finally adjudicated by a
  court of competent jurisdiction not to have acted in good faith in the
  reasonable belief that his or her action was in the best interests of the
  Company or, to the extent such matter relates to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan. In addition, the corporation may,
  to the extent authorized from time to time by its Board of Directors, grant
  indemnification rights to other employees or agents of the Company or other
  persons serving the Company, and such rights may be equivalent to, or greater or
  less than, those granted to directors and officers.
  
           The provisions in the Company's Articles pertaining to indemnification
  may not be amended and no provision inconsistent therewith may be adopted
  without the approval of the holders of at least two-thirds (2/3rds) majority of
  the voting power of the Company. Section 67 of Chapter 156B of the Massachusetts
  Business Corporation Law authorizes a corporation to indemnify its directors,
  officers, employees and other agents unless such person shall have been
  adjudicated in any proceeding not to have acted in good faith in the reasonable
  belief that such action was in the best interests of the corporation.
  
  
  Item 7.  Exemption from Registration Claimed
  
                    Not applicable.
  
  
                                         3
  
  <PAGE>   4
  
  Item 8.  Exhibits
  
                    The Exhibit Index immediately preceding the exhibits to this
  Registration Statement is incorporated herein by reference.
  
  
  Item 9.  Undertakings
  
           1.       The 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;
  
                             (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 with or
                    furnished to the Commission by the Registrant pursuant to
                    Section 13 or Section 15(d) of the 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.
  
                    2. The Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's
  
                                         4
  <PAGE>   5
  
  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 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.
  
  
                                         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 the City of Woburn, Massachusetts, on the 3rd day of November,
  2000.
  
  
                                            PolyMedica Corp. (registrant)
  
  
  
                                            By: /s/Steven J. Lee
                                                ---------------------------
                                                Steven J. Lee
                                                Chairman of the Board of Directors
                                                and Chief Executive Officer
                                                (Principal Executive Officer)
  
  
  
  
  
  
                                         6
  
  
  <PAGE>   7
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of PolyMedica Corporation,
  hereby severally constitute Steven J. Lee, Eric G. Walters and John K.P. Stone
  III, 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 PolyMedica Corporation 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.
  <TABLE>
  <CAPTION>
  
              Signature                                      Title                                  Date
  <S>                                          <C>                                             <C>
  
                                               Chairman of the Board of Directors and          November 3, 2000
  /s/ Steven J. Lee                            Chief Executive Officer (Principal
  ------------------------                     Executive Officer)
  Steven J. Lee
  
                                               Chief Financial Officer and                     November 3, 2000
  /s/ Eric G. Walters                          Clerk (Principal Financial and
  ------------------------                     Accounting Officer)
  Eric G. Walters
  
  /s/ Thomas S. Soltys                         Director                                        November 3, 2000
  -------------------------
  Thomas S. Soltys
  
  /s/ Daniel S. Bernstein                      Director                                        November 3, 2000
  -------------------------
  Daniel S. Bernstein
  
                                               Director
  ------------------------
  Frank W. LoGerfo
  
                                               Director
  -------------------------
  Marcia J. Hooper
  
  /s/ Herbert A. Denton                        Director                                        November 3, 2000
  ------------------------
  Herbert A. Denton
  </TABLE>
  
                                         7
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  
   Exhibit
   Number          Description
   -------         -----------
  
   4.1             Restated Articles of Organization of the Registrant (1)
  
   4.2             Restated By-Laws of the Registrant (1)
  
   4.3             Specimen Certificate for shares of Common Stock, $.01 par value
                   per share, of the Registrant (1)
  
   5               Opinion of Hale and Dorr LLP
  
   23.1            Consent of Hale and Dorr LLP (included in Exhibit 5)
  
   23.2            Consent of PricewaterhouseCoopers LLP
  
   24              Power of Attorney (included on the signature page of this
                   Registration Statement)
  
  
  
  
  
  
  
  -----------------------
  (1)Incorporated herein by reference to the exhibits to the Company's
     Registration Statement on Form S-1 (File No. 33-45425).
  
  
                                         8
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37343pms-8.txt", "description": "POLYMEDICA CORPORATION", "secsgml_size_bytes": 17030}]
metadata_filer: {"company-data": {"conformed-name": "POLYMEDICA CORP", "cik": "0000878748", "assigned-sic": "2834", "irs-number": "043033368", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49356", "film-number": "753768"}, "business-address": {"street1": "11 STATE ST", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "6179332020"}, "mail-address": {"street1": "11 STATE STREET", "city": "WOBURN", "state": "MA", "zip": "01801"}, "former-company": {"former-conformed-name": "POLYMEDICA INDUSTRIES INC", "date-changed": "19930328"}}
text: 1
                As filed with the Securities and Exchange Commission
                                on November 6, 2000
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               POLYMEDICA CORPORATION
               (Exact name of registrant as specified in its charter)
  
          MASSACHUSETTS                                        04-3033368
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                        Identification Number)
  
   11 STATE STREET, WOBURN, MASSACHUSETTS                         01801
  (Address of Principal Executive Offices)                      (Zip Code)
  
                              2000 STOCK INCENTIVE PLAN
                              (Full title of the plan)
  
                             JOHN K.P. STONE III, ESQ.,
                                  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        Amount to be          Proposed maximum         Proposed maximum        Amount of
        be registered             registered       offering price per share    aggregate offering     registration
                                                                                     price                 fee
  ========================== ===================== ========================= ======================= ================
  Common Stock,                   1,200,000               $57.38(1)              $68,856,000(1)         $18,178
  $0.01 par value
  ========================== ===================== ========================= ======================= ================
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based upon the average of the high and low prices of the Common
           Stock on the Nasdaq National Market on November 2, 2000 in accordance
           with Rules 457(c) and 457(h) of the Securities Act of 1933.
  
  ================================================================================
  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 Registrant's 2000 Stock Incentive Plan
  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 following documents, which are filed with the Securities
  and Exchange Commission (the "Commission"), are incorporated in this
  Registration Statement by reference:
  
                    (1) The Registrant's latest annual report filed pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), or the latest prospectus filed pursuant
           to Rule 424(b) under the Securities Act that contains audited financial
           statements for the Registrant's latest fiscal year for which such
           statements have been filed.
  
                    (2) All other reports filed pursuant to Section 13(a) or 15(d)
           of the Exchange Act since the end of the fiscal year covered by the
           annual report or the prospectus referred to in (1) above.
  
                    (3) The description of the common stock of the Registrant,
           $0.01 par value per share (the "Common Stock"), contained in the
           Registration Statement on Form 8-A filed under the Exchange Act
           relating to such common stock, including any amendment or report filed
           for the purpose of updating such description.
  
           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. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
                                         2
  3
  
  Item 4.  Description of Securities
  
                    Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
                    Not applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
                    Article 6 of the Company's Restated Articles of Organization
  (the "Articles") provides that the Company shall indemnify each person who is or
  was, or has agreed to become, a director or officer of the Company, and each
  person who is or was serving, or has agreed to serve, at the request of the
  Company, as a director or officer of, or in a similar capacity with, another
  organization or in any capacity with respect to any employee benefit plan of the
  corporation, against all liabilities, costs and expenses, including attorneys'
  fees, reasonably incurred by any such persons in connection with the defense or
  disposition of or otherwise in connection with or resulting from any action,
  suit or other proceeding, and any appeal therefrom, in which they may be
  involved by reason of being or having been such a director or officer, or by
  reason of any action taken or not taken in such capacity, except with respect to
  any matter as to which such person shall have been finally adjudicated by a
  court of competent jurisdiction not to have acted in good faith in the
  reasonable belief that his or her action was in the best interests of the
  Company or, to the extent such matter relates to service with respect to an
  employee benefit plan, in the best interests of the participants or
  beneficiaries of such employee benefit plan. In addition, the corporation may,
  to the extent authorized from time to time by its Board of Directors, grant
  indemnification rights to other employees or agents of the Company or other
  persons serving the Company, and such rights may be equivalent to, or greater or
  less than, those granted to directors and officers.
  
           The provisions in the Company's Articles pertaining to indemnification
  may not be amended and no provision inconsistent therewith may be adopted
  without the approval of the holders of at least two-thirds (2/3rds) majority of
  the voting power of the Company. Section 67 of Chapter 156B of the Massachusetts
  Business Corporation Law authorizes a corporation to indemnify its directors,
  officers, employees and other agents unless such person shall have been
  adjudicated in any proceeding not to have acted in good faith in the reasonable
  belief that such action was in the best interests of the corporation.
  
  Item 7.  Exemption from Registration Claimed
  
                    Not applicable.
  
                                         3
  4
  
  Item 8.  Exhibits
  
                    The Exhibit Index immediately preceding the exhibits to this
  Registration Statement is incorporated herein by reference.
  
  Item 9.  Undertakings
  
           1.       The 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;
  
                             (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 with or
                    furnished to the Commission by the Registrant pursuant to
                    Section 13 or Section 15(d) of the 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.
  
                    2. The Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's
  
                                         4
  5
  
  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 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.
  
                                         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 the City of Woburn, Massachusetts, on the 3rd day of November,
  2000.
  
                                            PolyMedica Corp. (registrant)
  
                                            By: /s/Steven J. Lee
                                                ---------------------------
                                                Steven J. Lee
                                                Chairman of the Board of Directors
                                                and Chief Executive Officer
                                                (Principal Executive Officer)
  
                                         6
  7
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of PolyMedica Corporation,
  hereby severally constitute Steven J. Lee, Eric G. Walters and John K.P. Stone
  III, 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 PolyMedica Corporation 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
  Chairman of the Board of Directors and          November 3, 2000
  /s/ Steven J. Lee                            Chief Executive Officer (Principal
  ------------------------                     Executive Officer)
  Steven J. Lee
  
                                               Chief Financial Officer and                     November 3, 2000
  /s/ Eric G. Walters                          Clerk (Principal Financial and
  ------------------------                     Accounting Officer)
  Eric G. Walters
  
  /s/ Thomas S. Soltys                         Director                                        November 3, 2000
  -------------------------
  Thomas S. Soltys
  
  /s/ Daniel S. Bernstein                      Director                                        November 3, 2000
  -------------------------
  Daniel S. Bernstein
  
                                               Director
  ------------------------
  Frank W. LoGerfo
  
                                               Director
  -------------------------
  Marcia J. Hooper
  
  /s/ Herbert A. Denton                        Director                                        November 3, 2000
  ------------------------
  Herbert A. Denton
  7
  8
  
                                    EXHIBIT INDEX
  
   Exhibit
   Number          Description
   -------         -----------
  
   4.1             Restated Articles of Organization of the Registrant (1)
  
   4.2             Restated By-Laws of the Registrant (1)
  
   4.3             Specimen Certificate for shares of Common Stock, $.01 par value
                   per share, of the Registrant (1)
  
   5               Opinion of Hale and Dorr LLP
  
   23.1            Consent of Hale and Dorr LLP (included in Exhibit 5)
  
   23.2            Consent of PricewaterhouseCoopers LLP
  
   24              Power of Attorney (included on the signature page of this
                   Registration Statement)
  
  -----------------------
  (1)Incorporated herein by reference to the exhibits to the Company's
     Registration Statement on Form S-1 (File No. 33-45425).
  
                                         8