content: <PAGE>   1
                                                           Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               Cayenne Software, Inc.
                 (Exact name of issuer as specified in its charter)
  
       Massachusetts                                          04-2784044
       (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                     Identification No.)
  
       8 New England Executive Park, Burlington, MA               01803
       (Address of principal executive offices)                (Zip Code)
  
                              Cadre Technologies, Inc.
                 1988 Incentive and Non-Statutory Stock Option Plan
                        1989 Non-Statutory Stock Option Plan
                              (Full title of the Plan)
  
                              Peter J. Boni, President
                               Cayenne Software, Inc.
                            8 New England Executive Park
                                Burlington, MA 01803
                                   (617) 273-9003
  
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                           John D. Patterson, Jr., Esquire
                                 Foley, Hoag & Eliot
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
  <TABLE>
                                            CALCULATION OF REGISTRATION FEE
  <CAPTION>
  
                                                                        Proposed
      Title of                                  Proposed                 maximum
     securities              Amount              maximum                aggregate           Amount of
        to be                 to be          offering price             offering          registration
     registered            registered           per share                 price                fee
  
  <S>                      <C>                    <C>                  <C>                  <C>      
    Common Stock           1,508,488              $4.25                $6,411,074           $2,210.72
  (par value $.01)            shares
  
  Common Stock               194,853              $4.25                $  828,125           $  285.56
  (par value $.01)            shares
  </TABLE>
  
       (1) Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(h), based on the reported high and low prices on the NASDAQ
  National Market System on September 11, 1996.
  
  
  
  <PAGE>   2
  
  
  
  PROSPECTUS
  
                               CAYENNE SOFTWARE, INC.
                            8 New England Executive Park
                                Burlington, MA 01803
                                   (617) 273-9003
  
  
                   THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                         COVERING SECURITIES THAT HAVE BEEN
                     REGISTERED UNDER THE SECURITIES ACT OF 1933
  
                                 SEPTEMBER 16, 1996
  
  
                                    INTRODUCTION
                                    ------------
  
       This Prospectus relates to 1,703,341 shares of Common Stock, par value 
  $0.01 per share (the "Common Stock"), offered to key employees, officers and    
  directors of, and individuals providing services to, Cayenne Software, Inc.
  (the "Company") under two employee benefit plans of the Company's wholly-owned
  subsidiary Cadre Technologies Inc. ("Cadre") providing for the grant of stock
  options, designated the 1988 Incentive and Non-Statutory Stock Option Plan (the
  "1988 Plan") and the 1989 Non-Statutory Stock Option Plan (the "1989 Plan").
  
  
                                      THE PLAN
                                      --------
  
  Purpose
  - -------
  
       The purpose of both the 1988 Plan and the 1989 Plan is to provide
  additional incentive to executives and other key employees of the Company and
  its subsidiaries.
  
  Creation, Duration, Modification and Termination
  - ------------------------------------------------
  
       The 1988 Plan was adopted by the Board of Directors of Cadre (the "Cadre
  Board") and approved by Cadre's stockholders in 1988. The 1989 Plan was adopted
  by the Cadre Board and approved by Cadre's stockholders in 1989. Both Plans 
  initially provided for issuance of options to purchase shares of Cadre's Common 
  Stock. In connection with the merger of Cadre with a wholly-owned subsidiary of
  the Company effective July 18, 1996, the options then outstanding under both
  Plans were modified to be exercisable to purchase shares of the Company's
  Common Stock. The Company does not intend to grant further options under either
  Plan; this Prospectus relates to shares of the Company's Common Stock that may
  be issued upon exercise of options outstanding at the date of this Prospectus.
  
       A total of 593,483 shares of the Company's Common Stock are issuable on
  exercise of option outstanding under the 1988 Plan and 113,330 shares under the
  1989 Plan. The 1988 Plan authorizes (i) the grant of options to purchase Common
  Stock intended to qualify as incentive stock options ("Incentive Options"), as
  defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
  "Code"), and (ii) the grant of options that do not so qualify ("Nonqualified
  Options"). The 1989 Plan authorizes the grant of Nonqualified options.
  
       Each Plan provides that the Board may amend the Plan, except that the class
  of employees eligible to receive options, the maximum term of options and the
  aggregate number of shares issuable under the 1988 Plan may not be changed or
  
  
  <PAGE>   3
  
  
  
  increased (except in the event of certain changes in the Company's capital
  structure) without the consent of the stockholders.
  
       Options may not be granted under either Plan more than ten years after the
  effective date of the Plan. Each Plan will terminate when the total amount of
  the Common Stock with respect to which options may be granted under the Plan
  will have been issued upon the exercise of options, unless sooner terminated by
  the Board.
  
  Administration
  - --------------
  
       Each Plan is administered by the Cadre Board. Currently, the sole Director
  of Cadre is Peter J. Boni, who is President and Chief Executive Officer of the
  Company and a member of the Company's Board of Directors. Each Plan authorizes  
  the Cadre Board to interpret the Plan and the options granted thereunder, to
  establish, amend and revoke rules and regulations for the administration of the
  Plan, to make changes to any outstanding option granted thereunder, and
  generally, to exercise such powers and to perform such acts as are deemed
  necessary or expedient to promote the best interests of the Company with
  respect to the Plan.
  
       Under each Plan, the Cadre Board selects the individual to whom options are
  granted and determines the option exercise price and other terms of each award
  (including whether repurchase rights of the Company or certain resale
  restrictions are to be imposed on shares subject to the option), subject to the
  provisions of the Plan.
  
       Information about each Plan and its administration may be obtained by
  calling or writing to the Company's Chief Financial Officer, Cayenne Software,
  Inc., 8 New England Executive Park, Burlington, MA 01803, (617) 273-9003.
  
  Participation
  - -------------
  
       Incentive Options under the 1988 Plan may be granted only to officers and
  other employees of the Company and its subsidiaries. Nonqualified Options under
  either Plan may be granted to officers or other employees of the Company and its
  subsidiaries and to members of the Board and consultants or other persons who
  render services to the Company (regardless of whether they are also employees).
  
       No Incentive Option may extend for more than ten years from the date of
  grant (five years in the case of persons holding 10% or more of the total
  combined voting power of all classes of stock of the Company or any subsidiary).
  The shares of stock issuable upon exercise of an option by any officer, director
  or beneficial owner of more than 10% of the Common Stock of the Company may not
  be sold or transferred for a period of six months following the grant of such
  option. The Committee may accelerate the time for exercise of all unexercised
  and unexpired options in connection with a merger, consolidation, liquidation or
  sale of substantially all of the assets of the Company.
  
       The exercise price of Incentive Options granted under the 1988 Plan may not
  be less than 100% of the fair market value of the Common Stock on the date of
  grant (or 110% of the fair market value in the case of persons holding 10% or
  more of the total combined voting power of all classes of stock of the Company
  or any subsidiary). The aggregate fair market value (determined at the time of
  grant) of shares of Common Stock issuable pursuant to Incentive Options which
  first become exercisable by an employee in any calendar year may not exceed
  $100,000 (or such greater amount as may from time to time be permitted with
  respect to Incentive Options by the Code or any other applicable law or
  regulation).
  
       The exercise price of Nonqualified Options granted under the 1988 Plan may
  not be less than 85% of the Fair Market Value of the Common Stock at the date of
  grant. The exercise price of options granted under the 1989 Plan is not subject
  to any general limitation.
  
       Shares of Common Stock issued under either Plan may be either treasury
  shares or authorized but unissued shares.
  
  
  <PAGE>   4
  
  
  
  
  Exercise of Options; Payment of Exercise Price
  - ----------------------------------------------
  
       Each option granted under either Plan may be exercised, so long as it is
  valid and outstanding, from time to time in part or as a whole, subject to any
  limitations with respect to the number of shares for which the option may be
  exercised at a particular time and to such other conditions as the Committee in
  its discretion may specify upon granting the option.
  
       Options may be exercised by the delivery of written notice to the Company
  setting forth the number of shares of Common Stock the option holder then
  desires to purchase and specifying the address to which the certificates for
  such shares are to be mailed, together with (i) cash, certified check, bank
  draft or postal or express money order equal to the option price of such shares;
  (ii) with the consent of the Committee, other shares of Common Stock of the
  Company having a fair market value equal to the option price of such shares;
  (iii) with the consent of the Committee, such other consideration which is
  acceptable to the Committee and which has a fair market value equal to the
  option price of such shares; or (iv) with the consent of the Committee, a
  combination of (i), (ii) and/or (iii).
  
  Resale Restrictions
  - -------------------
  
       This Prospectus does not cover resales by affiliates of the Company, as
  defined in the Act, of shares of the Common Stock purchased under either Plan.
  Resales by affiliates of Common Stock purchased under either Plan will be
  subject to the restrictions thereon imposed by the Act, and offers and sales by
  affiliates may be made only pursuant to an effective registration statement
  under the Act or an exemption from the registration requirements of the Act.
  
       Officers, directors and beneficial owners of greater than 10% of the
  outstanding shares of Common Stock who have been granted options under either
  Plan may be subject to Section 16 of the Securities Exchange Act of 1934 and to
  the rules promulgated thereunder. Such persons should consult their tax,
  accounting and legal advisors with respect to options granted to them under
  either Plan and the acquisition and disposition of shares of Common Stock 
  obtained upon exercise of such options.
  
  United States Income Tax Information
  - ------------------------------------
  
       The following discussion is intended only as a brief overview of certain of
  the current federal income tax laws applicable to the Plans. Option holders
  should consult their tax advisors concerning their own federal income tax
  situations, as well as concerning state tax aspects of the acquisition and
  exercise of options granted to them under either Plan. No state tax matters are
  addressed in the following discussion.
  
       The grantee of a Nonqualified Option recognizes no income for federal
  income tax purposes on the grant thereof. On the exercise of a Nonqualified
  Option, the difference between the fair market value of the underlying shares of
  Common Stock and the option exercise price is treated as compensation to the
  holder of the option taxable as ordinary income in the year of exercise, and
  such fair market value becomes the basis for the underlying shares which will be
  used in computing any capital gain or loss upon disposition of such shares. The
  Company may deduct for the year of exercise an amount equal to the amount
  recognized by the option holder as ordinary income upon exercise of a
  Nonqualified Option.
  
       The grantee of an Incentive Option normally will recognize no income for
  federal income tax purposes on the grant thereof. Except as provided below with
  respect to the alternative minimum tax, there is no tax upon exercise of an
  Incentive Option. If no disposition of shares acquired upon exercise of the
  Incentive Option is made by the option holder within two years from the date of
  the grant of the Incentive Option or within one year after exercise of the
  option, any gain realized by the option holder on the subsequent sale of such
  shares is treated as a long-term capital gain for federal income tax purposes.
  If the shares are sold prior to the expiration of such periods, the difference
  between the lesser of the value of the shares at the date of
  
  
  <PAGE>   5
  
  
  
  exercise or at the date of sale and the exercise price of the option is treated
  as compensation to the employee taxable as ordinary income and the excess gain,
  if any, is treated as capital gain (which will be long-term capital gain if the
  shares are held for more than one year).
  
       The excess of the fair market value of the underlying shares over the
  option price at the time of exercise of an Incentive Option will constitute an
  item of tax preference for purposes of the alternative minimum tax. Taxpayers
  who incur the alternative minimum tax are allowed a credit which may be carried
  forward indefinitely to be used as a credit against the regular tax liability in
  a later year; however, the minimum tax credit can not reduce the regular tax
  below the alternative minimum tax for that carryover year.
  
       In connection with the sale of the shares covered by Incentive Options,
  under the 1988 Plan, the Company is allowed a deduction for tax purposes only to
  the extent, and at the time, the option holder receives ordinary income (for
  example, by reason of the sale of shares by the holder of an Incentive Option
  within two years of the date of the granting of the option or one year after the
  exercise of the option).
  
       Neither Plan is subject to the provisions of the Employee Retirement Income
  Security Act of 1974, nor is either plan qualified under Section 401(a) of the
  Code.
  
  Assignment of Interests Under The Plan; Withdrawal From the Plan
  - ----------------------------------------------------------------
  
       Options under each Plan are nontransferable except by will or by the laws
  of descent and distribution, and are exercisable, during the lifetime of the
  option holder, only by the option holder. Options, other than Nonqualified
  Options granted to persons who are not employees of the Company, terminate on
  the earlier of: (i) the date of expiration thereof, (ii) the date of termination
  of the option holder's employment with or performance of services to the Company
  by the Company for cause (as determined by the Company), or voluntarily by the
  option holder, (iii) ninety days after termination of the option holder's
  employment with or services to the Company by the Company without cause, other
  than in the case of death or permanent and total disability, or (iv) one year
  after the date of death or permanent and total disability of the option holder
  while in the employ of the Company. Nonqualified Options granted to persons who
  are not employees of the Company need not, unless the Committee determines
  otherwise, be subject to the provisions set forth in clauses (ii) through (iv)
  above.
  
  Charges and Deductions, and Liens Therefor
  - ------------------------------------------
  
       Neither Plan provides that a person has or may create a lien on any funds,
  securities, or other property held under the Plan.
  
  Availability of Documents Incorporated by Reference
  - ---------------------------------------------------
  
       A copy of any document incorporated by reference in Item 3 of Part II of
  the Registration Statement of which this Prospectus is a part (not including
  exhibits), such documents incorporated by reference constituting a prospectus
  under Section 10(a) of the Act, and any other documents required to be delivered
  to employees pursuant to Rule 428(b) promulgated under the Act will be provided
  to any option holder by the Company upon written or oral request to the
  Company's Chief Financial Officer, Cayenne Software, Inc., 8 New England
  Executive Park, Burlington, MA 01803, (617) 273-9003.
  
  
  <PAGE>   6
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") are incorporated in this Registration Statement by reference:
  
       (a) The Company's Annual Report (Form 10K) for the year ended June 30,
  1995, File No. 0-19682.
  
       (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
  September 30, 1995, December 31, 1995, and March 31, 1996, File No. 0-19682.
  
       (c) The description of Common Stock included in the Company's Registration
  Statement on Form S-1, File No. 33-43401.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to be
  part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the securities registered hereby is being passed upon for
  the Company by Foley, Hoag & Eliot, Boston, Massachusetts.
  
                                        II-1
  
  
  <PAGE>   7
  
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Paragraph D of Article 6 of the Company's Articles provides that, to the
  maximum extent permitted by Massachusetts law (as the same exists or is
  subsequently amended), no director shall be personally liable to the Company or
  any of its stockholders for monetary damages arising out of the director's
  breach of fiduciary duty as a director of the Company. Section 13(b)(l1/2) of
  the Massachusetts BCL provides that a Massachusetts corporation's articles of
  organization may state a provision eliminating or limiting the personal
  liability of a director to a corporation or its stockholders for monetary
  damages for breach of fiduciary duty as a director, provided that such provision
  may not eliminate or limit the liability of a director (i) for any breach of the
  director's duty of loyalty to the corporation or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under specified sections of the Massachusetts
  BCL establishing the liability of directors for certain unauthorized
  distributions and loans to insiders or (iv) for any transaction from which the
  director derived an improper personal benefit.
  
       Section 6 of Article VII of the the Company's By-Laws provides that the
  Company shall, to the extent legally permissible, indemnify each of its
  directors and officers (including persons who serve at its request as directors,
  officers or trustees of any organization in which the Company has an interest as
  a stockholder, creditor or otherwise), against all liabilities and expenses
  reasonably incurred by such persons in connection with the defense or
  disposition of any action, suit or proceeding in which they may be involved or
  with which they may be threatened by reason of being or having been such a
  director or officer, except with respect to any matter as to which they shall
  have been adjudicated not to have acted in good faith in the reasonable belief
  that their action was in the best interests of the Company. Section 67 of the
  Massachusetts BCL authorizes a Massachusetts 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.
  
       The effect of these provisions would be to permit indemnification by the
  Company for, among other liabilities, (a) liabilities arising out of the
  Securities Act in connection with this Registration Statement (see Item 9
  below).
  
       Section 67 of the Massachusetts BCL also affords a Massachusetts
  corporation the power to obtain insurance on behalf of its directors, officers,
  employees and agents against liabilities incurred by them in those capacities or
  out of their status as such, whether or not the corporation would have the power
  to indemnify them against those liabilities. the Company has procured a
  directors' and officers' liability and company reimbursement liability insurance
  policy that (a) insures directors and officers of the Company against losses (in
  excess of a deductible amount) arising from certain claims made against them by
  reason of certain acts done or attempted by such directors or officers and (b)
  insures the Company against losses (in excess of a deductible amount) arising
  from any such claims, but only if the Company is required or permitted to
  indemnify such directors or officers for such losses under statutory or common
  law or under provisions of the Company's articles of organization or by-laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
   4.1    Restated Articles of Organization of the Company, incorporated by
          reference to the Exhibits to the Company's Registration Statement on
          Form S-1, File No. 33-45841.
  
                                        II-2
  
  
  <PAGE>   8
  
  
  
  
   4.2    Amended and Restated By-Laws of the Company, incorporated by reference
          to the Exhibits to the Company's Registration Statement on Form S-1,
          File No. 43401.
  
   4.3    1988 Incentive and Non-Statutory Stock Option Plan.
  
   4.4    1989 Non-Statutory Stock Option Plan.
  
   5.1    Opinion of Counsel.
  
  23.1    Consent of Independent Accountants.
  
  23.2    Consent of Counsel (included in Exhibit 5.1).
  
  24.1    Power of Attorney (contained on the signature page).
  
  ITEM 9.  UNDERTAKINGS.
  
          1. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
          2. The undersigned 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 of 1933;
  
                 (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;
  
                 (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 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
  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 Securities Exchange Act of 1934 that are
  incorporated by reference herein.
  
             (b) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered herein, 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.
  
                                        II-3
  
  
  <PAGE>   9
  
  
  
          3. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 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 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 Act and will
  be governed by the final adjudication of such issue.
  
                                        II-4
  
  
  <PAGE>   10
  
  
  
                                     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 Town of Burlington, Commonwealth of Massachusetts, on the
  11th day of September 1996.
  
                                     CAYENNE SOFTWARE, INC.
  
  
                                     By: /S/ Peter J. Boni
                                         -----------------
                                         Peter J. Boni
                                         President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints Peter J. Boni and Eugene J. DiDonato, and each of
  them, his true and lawful attorneys-in-fact and agents with full power of
  substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all 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 he may
  deem necessary or advisable to be done in connection with this Registration
  Statement, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or any of them, or their or his substitute or substitutes, any lawfully
  do or cause to be done by virtue hereof.
  
  <TABLE>
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  <CAPTION>
  
           SIGNATURE                             Title                          DATE
           ---------                             -----                          ----
  
  <S>                                   <C>                              <C> 
  /S/ Peter J. Boni                     President, Chief                 September 11, 1996
  - -----------------                     Executive Officer and 
  Peter J. Boni                         Director              
                                        (Principal Executive
                                        Officer)
  
  
  /S/ Frederick H. Phillips             Vice President--Finance          September 11, 1996
  - -------------------------             Adminstration, Treasurer  
  Frederick H. Phillips                 and Chief Financial and   
                                        Accounting Officer        
  
  
  /S/ Charles W. Bachman                Chairman of the Board of         September 11, 1996
  - ----------------------                Directors
  Charles W. Bachman    
  </TABLE>
  
  
  
  
                                        II-5
  
  
  <PAGE>   11
  
  
  
  
  
  
  <TABLE>
  <S>                                   <C>                              <C> 
  /S/ John J. Alexander                 Director                         September 11, 1996
  - ---------------------
  John J. Alexander
  
  
  /S/                                   Director                         September __, 1996
  - ---------------------
  R. John Fletcher
  
  
  
  /S/ William H.D. Goddard              Director                         September 11, 1996
  - ------------------------
  William H.D. Goddard
  
  
  /S/ Allyn C. Woodward, JR.            Director                         September 11, 1996
  - --------------------------
  Allyn C. Woodward, Jr.
  
  </TABLE>
  
  
  
  
                                        II-6
  
  
  
  <PAGE>   12
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
    No.      Description                                                 Page
  - -------    -----------                                                 ----
  
   4.1       Restated Articles of Organization of the Company
             (incorporated by reference)
  
   4.2       Amended and Restated By-Laws of the Company
             (incorporated by reference)
  
   4.3       1988 Incentive and Non-Statutory Stock Option Plan
  
   4.4       1989 Non-Statutory Stock Option Plan
  
   5.1       Opinion of Counsel
  
  23.1       Consent of Independent Accountants
  
  23.2       Consent of Counsel (included in Exhibit 5.1)
  
  24.1       Power of Attorney (contained on the signature
             page)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "CAYENNE SOFTWARE, INC.", "secsgml_size_bytes": 32102}]
metadata_filer: {"company-data": {"conformed-name": "BACHMAN INFORMATION SYSTEMS INC /MA/", "cik": "0000880229", "assigned-sic": "7372", "irs-number": "042784044", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12139", "film-number": "96631114"}, "business-address": {"street1": "8 NEW ENGLAND EXECUTIVE PARK", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "6172739003"}}
text: 1
                                                           Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               Cayenne Software, Inc.
                 (Exact name of issuer as specified in its charter)
  
       Massachusetts                                          04-2784044
       (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                     Identification No.)
  
       8 New England Executive Park, Burlington, MA               01803
       (Address of principal executive offices)                (Zip Code)
  
                              Cadre Technologies, Inc.
                 1988 Incentive and Non-Statutory Stock Option Plan
                        1989 Non-Statutory Stock Option Plan
                              (Full title of the Plan)
  
                              Peter J. Boni, President
                               Cayenne Software, Inc.
                            8 New England Executive Park
                                Burlington, MA 01803
                                   (617) 273-9003
  
                     (Name and address, including zip code, and
            telephone number, including area code, of agent for service)
  
                                   WITH A COPY TO:
                           John D. Patterson, Jr., Esquire
                                 Foley, Hoag & Eliot
                               One Post Office Square
                             Boston, Massachusetts 02109
                                   (617) 832-1000
  
                                            CALCULATION OF REGISTRATION FEE
  Proposed
      Title of                                  Proposed                 maximum
     securities              Amount              maximum                aggregate           Amount of
        to be                 to be          offering price             offering          registration
     registered            registered           per share                 price                fee
  Common Stock           1,508,488              $4.25                $6,411,074           $2,210.72
  (par value $.01)            shares
  
  Common Stock               194,853              $4.25                $  828,125           $  285.56
  (par value $.01)            shares
  (1) Estimated solely for the purpose of calculating the registration fee
  pursuant to Rule 457(h), based on the reported high and low prices on the NASDAQ
  National Market System on September 11, 1996.
  2
  
  PROSPECTUS
  
                               CAYENNE SOFTWARE, INC.
                            8 New England Executive Park
                                Burlington, MA 01803
                                   (617) 273-9003
  
                   THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                         COVERING SECURITIES THAT HAVE BEEN
                     REGISTERED UNDER THE SECURITIES ACT OF 1933
  
                                 SEPTEMBER 16, 1996
  
                                    INTRODUCTION
                                    ------------
  
       This Prospectus relates to 1,703,341 shares of Common Stock, par value 
  $0.01 per share (the "Common Stock"), offered to key employees, officers and    
  directors of, and individuals providing services to, Cayenne Software, Inc.
  (the "Company") under two employee benefit plans of the Company's wholly-owned
  subsidiary Cadre Technologies Inc. ("Cadre") providing for the grant of stock
  options, designated the 1988 Incentive and Non-Statutory Stock Option Plan (the
  "1988 Plan") and the 1989 Non-Statutory Stock Option Plan (the "1989 Plan").
  
                                      THE PLAN
                                      --------
  
  Purpose
  - -------
  
       The purpose of both the 1988 Plan and the 1989 Plan is to provide
  additional incentive to executives and other key employees of the Company and
  its subsidiaries.
  
  Creation, Duration, Modification and Termination
  - ------------------------------------------------
  
       The 1988 Plan was adopted by the Board of Directors of Cadre (the "Cadre
  Board") and approved by Cadre's stockholders in 1988. The 1989 Plan was adopted
  by the Cadre Board and approved by Cadre's stockholders in 1989. Both Plans 
  initially provided for issuance of options to purchase shares of Cadre's Common 
  Stock. In connection with the merger of Cadre with a wholly-owned subsidiary of
  the Company effective July 18, 1996, the options then outstanding under both
  Plans were modified to be exercisable to purchase shares of the Company's
  Common Stock. The Company does not intend to grant further options under either
  Plan; this Prospectus relates to shares of the Company's Common Stock that may
  be issued upon exercise of options outstanding at the date of this Prospectus.
  
       A total of 593,483 shares of the Company's Common Stock are issuable on
  exercise of option outstanding under the 1988 Plan and 113,330 shares under the
  1989 Plan. The 1988 Plan authorizes (i) the grant of options to purchase Common
  Stock intended to qualify as incentive stock options ("Incentive Options"), as
  defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
  "Code"), and (ii) the grant of options that do not so qualify ("Nonqualified
  Options"). The 1989 Plan authorizes the grant of Nonqualified options.
  
       Each Plan provides that the Board may amend the Plan, except that the class
  of employees eligible to receive options, the maximum term of options and the
  aggregate number of shares issuable under the 1988 Plan may not be changed or
  3
  
  increased (except in the event of certain changes in the Company's capital
  structure) without the consent of the stockholders.
  
       Options may not be granted under either Plan more than ten years after the
  effective date of the Plan. Each Plan will terminate when the total amount of
  the Common Stock with respect to which options may be granted under the Plan
  will have been issued upon the exercise of options, unless sooner terminated by
  the Board.
  
  Administration
  - --------------
  
       Each Plan is administered by the Cadre Board. Currently, the sole Director
  of Cadre is Peter J. Boni, who is President and Chief Executive Officer of the
  Company and a member of the Company's Board of Directors. Each Plan authorizes  
  the Cadre Board to interpret the Plan and the options granted thereunder, to
  establish, amend and revoke rules and regulations for the administration of the
  Plan, to make changes to any outstanding option granted thereunder, and
  generally, to exercise such powers and to perform such acts as are deemed
  necessary or expedient to promote the best interests of the Company with
  respect to the Plan.
  
       Under each Plan, the Cadre Board selects the individual to whom options are
  granted and determines the option exercise price and other terms of each award
  (including whether repurchase rights of the Company or certain resale
  restrictions are to be imposed on shares subject to the option), subject to the
  provisions of the Plan.
  
       Information about each Plan and its administration may be obtained by
  calling or writing to the Company's Chief Financial Officer, Cayenne Software,
  Inc., 8 New England Executive Park, Burlington, MA 01803, (617) 273-9003.
  
  Participation
  - -------------
  
       Incentive Options under the 1988 Plan may be granted only to officers and
  other employees of the Company and its subsidiaries. Nonqualified Options under
  either Plan may be granted to officers or other employees of the Company and its
  subsidiaries and to members of the Board and consultants or other persons who
  render services to the Company (regardless of whether they are also employees).
  
       No Incentive Option may extend for more than ten years from the date of
  grant (five years in the case of persons holding 10% or more of the total
  combined voting power of all classes of stock of the Company or any subsidiary).
  The shares of stock issuable upon exercise of an option by any officer, director
  or beneficial owner of more than 10% of the Common Stock of the Company may not
  be sold or transferred for a period of six months following the grant of such
  option. The Committee may accelerate the time for exercise of all unexercised
  and unexpired options in connection with a merger, consolidation, liquidation or
  sale of substantially all of the assets of the Company.
  
       The exercise price of Incentive Options granted under the 1988 Plan may not
  be less than 100% of the fair market value of the Common Stock on the date of
  grant (or 110% of the fair market value in the case of persons holding 10% or
  more of the total combined voting power of all classes of stock of the Company
  or any subsidiary). The aggregate fair market value (determined at the time of
  grant) of shares of Common Stock issuable pursuant to Incentive Options which
  first become exercisable by an employee in any calendar year may not exceed
  $100,000 (or such greater amount as may from time to time be permitted with
  respect to Incentive Options by the Code or any other applicable law or
  regulation).
  
       The exercise price of Nonqualified Options granted under the 1988 Plan may
  not be less than 85% of the Fair Market Value of the Common Stock at the date of
  grant. The exercise price of options granted under the 1989 Plan is not subject
  to any general limitation.
  
       Shares of Common Stock issued under either Plan may be either treasury
  shares or authorized but unissued shares.
  4
  
  Exercise of Options; Payment of Exercise Price
  - ----------------------------------------------
  
       Each option granted under either Plan may be exercised, so long as it is
  valid and outstanding, from time to time in part or as a whole, subject to any
  limitations with respect to the number of shares for which the option may be
  exercised at a particular time and to such other conditions as the Committee in
  its discretion may specify upon granting the option.
  
       Options may be exercised by the delivery of written notice to the Company
  setting forth the number of shares of Common Stock the option holder then
  desires to purchase and specifying the address to which the certificates for
  such shares are to be mailed, together with (i) cash, certified check, bank
  draft or postal or express money order equal to the option price of such shares;
  (ii) with the consent of the Committee, other shares of Common Stock of the
  Company having a fair market value equal to the option price of such shares;
  (iii) with the consent of the Committee, such other consideration which is
  acceptable to the Committee and which has a fair market value equal to the
  option price of such shares; or (iv) with the consent of the Committee, a
  combination of (i), (ii) and/or (iii).
  
  Resale Restrictions
  - -------------------
  
       This Prospectus does not cover resales by affiliates of the Company, as
  defined in the Act, of shares of the Common Stock purchased under either Plan.
  Resales by affiliates of Common Stock purchased under either Plan will be
  subject to the restrictions thereon imposed by the Act, and offers and sales by
  affiliates may be made only pursuant to an effective registration statement
  under the Act or an exemption from the registration requirements of the Act.
  
       Officers, directors and beneficial owners of greater than 10% of the
  outstanding shares of Common Stock who have been granted options under either
  Plan may be subject to Section 16 of the Securities Exchange Act of 1934 and to
  the rules promulgated thereunder. Such persons should consult their tax,
  accounting and legal advisors with respect to options granted to them under
  either Plan and the acquisition and disposition of shares of Common Stock 
  obtained upon exercise of such options.
  
  United States Income Tax Information
  - ------------------------------------
  
       The following discussion is intended only as a brief overview of certain of
  the current federal income tax laws applicable to the Plans. Option holders
  should consult their tax advisors concerning their own federal income tax
  situations, as well as concerning state tax aspects of the acquisition and
  exercise of options granted to them under either Plan. No state tax matters are
  addressed in the following discussion.
  
       The grantee of a Nonqualified Option recognizes no income for federal
  income tax purposes on the grant thereof. On the exercise of a Nonqualified
  Option, the difference between the fair market value of the underlying shares of
  Common Stock and the option exercise price is treated as compensation to the
  holder of the option taxable as ordinary income in the year of exercise, and
  such fair market value becomes the basis for the underlying shares which will be
  used in computing any capital gain or loss upon disposition of such shares. The
  Company may deduct for the year of exercise an amount equal to the amount
  recognized by the option holder as ordinary income upon exercise of a
  Nonqualified Option.
  
       The grantee of an Incentive Option normally will recognize no income for
  federal income tax purposes on the grant thereof. Except as provided below with
  respect to the alternative minimum tax, there is no tax upon exercise of an
  Incentive Option. If no disposition of shares acquired upon exercise of the
  Incentive Option is made by the option holder within two years from the date of
  the grant of the Incentive Option or within one year after exercise of the
  option, any gain realized by the option holder on the subsequent sale of such
  shares is treated as a long-term capital gain for federal income tax purposes.
  If the shares are sold prior to the expiration of such periods, the difference
  between the lesser of the value of the shares at the date of
  5
  
  exercise or at the date of sale and the exercise price of the option is treated
  as compensation to the employee taxable as ordinary income and the excess gain,
  if any, is treated as capital gain (which will be long-term capital gain if the
  shares are held for more than one year).
  
       The excess of the fair market value of the underlying shares over the
  option price at the time of exercise of an Incentive Option will constitute an
  item of tax preference for purposes of the alternative minimum tax. Taxpayers
  who incur the alternative minimum tax are allowed a credit which may be carried
  forward indefinitely to be used as a credit against the regular tax liability in
  a later year; however, the minimum tax credit can not reduce the regular tax
  below the alternative minimum tax for that carryover year.
  
       In connection with the sale of the shares covered by Incentive Options,
  under the 1988 Plan, the Company is allowed a deduction for tax purposes only to
  the extent, and at the time, the option holder receives ordinary income (for
  example, by reason of the sale of shares by the holder of an Incentive Option
  within two years of the date of the granting of the option or one year after the
  exercise of the option).
  
       Neither Plan is subject to the provisions of the Employee Retirement Income
  Security Act of 1974, nor is either plan qualified under Section 401(a) of the
  Code.
  
  Assignment of Interests Under The Plan; Withdrawal From the Plan
  - ----------------------------------------------------------------
  
       Options under each Plan are nontransferable except by will or by the laws
  of descent and distribution, and are exercisable, during the lifetime of the
  option holder, only by the option holder. Options, other than Nonqualified
  Options granted to persons who are not employees of the Company, terminate on
  the earlier of: (i) the date of expiration thereof, (ii) the date of termination
  of the option holder's employment with or performance of services to the Company
  by the Company for cause (as determined by the Company), or voluntarily by the
  option holder, (iii) ninety days after termination of the option holder's
  employment with or services to the Company by the Company without cause, other
  than in the case of death or permanent and total disability, or (iv) one year
  after the date of death or permanent and total disability of the option holder
  while in the employ of the Company. Nonqualified Options granted to persons who
  are not employees of the Company need not, unless the Committee determines
  otherwise, be subject to the provisions set forth in clauses (ii) through (iv)
  above.
  
  Charges and Deductions, and Liens Therefor
  - ------------------------------------------
  
       Neither Plan provides that a person has or may create a lien on any funds,
  securities, or other property held under the Plan.
  
  Availability of Documents Incorporated by Reference
  - ---------------------------------------------------
  
       A copy of any document incorporated by reference in Item 3 of Part II of
  the Registration Statement of which this Prospectus is a part (not including
  exhibits), such documents incorporated by reference constituting a prospectus
  under Section 10(a) of the Act, and any other documents required to be delivered
  to employees pursuant to Rule 428(b) promulgated under the Act will be provided
  to any option holder by the Company upon written or oral request to the
  Company's Chief Financial Officer, Cayenne Software, Inc., 8 New England
  Executive Park, Burlington, MA 01803, (617) 273-9003.
  6
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") are incorporated in this Registration Statement by reference:
  
       (a) The Company's Annual Report (Form 10K) for the year ended June 30,
  1995, File No. 0-19682.
  
       (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
  September 30, 1995, December 31, 1995, and March 31, 1996, File No. 0-19682.
  
       (c) The description of Common Stock included in the Company's Registration
  Statement on Form S-1, File No. 33-43401.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to be
  part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the securities registered hereby is being passed upon for
  the Company by Foley, Hoag & Eliot, Boston, Massachusetts.
  
                                        II-1
  7
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Paragraph D of Article 6 of the Company's Articles provides that, to the
  maximum extent permitted by Massachusetts law (as the same exists or is
  subsequently amended), no director shall be personally liable to the Company or
  any of its stockholders for monetary damages arising out of the director's
  breach of fiduciary duty as a director of the Company. Section 13(b)(l1/2) of
  the Massachusetts BCL provides that a Massachusetts corporation's articles of
  organization may state a provision eliminating or limiting the personal
  liability of a director to a corporation or its stockholders for monetary
  damages for breach of fiduciary duty as a director, provided that such provision
  may not eliminate or limit the liability of a director (i) for any breach of the
  director's duty of loyalty to the corporation or its stockholders, (ii) for acts
  or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (iii) under specified sections of the Massachusetts
  BCL establishing the liability of directors for certain unauthorized
  distributions and loans to insiders or (iv) for any transaction from which the
  director derived an improper personal benefit.
  
       Section 6 of Article VII of the the Company's By-Laws provides that the
  Company shall, to the extent legally permissible, indemnify each of its
  directors and officers (including persons who serve at its request as directors,
  officers or trustees of any organization in which the Company has an interest as
  a stockholder, creditor or otherwise), against all liabilities and expenses
  reasonably incurred by such persons in connection with the defense or
  disposition of any action, suit or proceeding in which they may be involved or
  with which they may be threatened by reason of being or having been such a
  director or officer, except with respect to any matter as to which they shall
  have been adjudicated not to have acted in good faith in the reasonable belief
  that their action was in the best interests of the Company. Section 67 of the
  Massachusetts BCL authorizes a Massachusetts 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.
  
       The effect of these provisions would be to permit indemnification by the
  Company for, among other liabilities, (a) liabilities arising out of the
  Securities Act in connection with this Registration Statement (see Item 9
  below).
  
       Section 67 of the Massachusetts BCL also affords a Massachusetts
  corporation the power to obtain insurance on behalf of its directors, officers,
  employees and agents against liabilities incurred by them in those capacities or
  out of their status as such, whether or not the corporation would have the power
  to indemnify them against those liabilities. the Company has procured a
  directors' and officers' liability and company reimbursement liability insurance
  policy that (a) insures directors and officers of the Company against losses (in
  excess of a deductible amount) arising from certain claims made against them by
  reason of certain acts done or attempted by such directors or officers and (b)
  insures the Company against losses (in excess of a deductible amount) arising
  from any such claims, but only if the Company is required or permitted to
  indemnify such directors or officers for such losses under statutory or common
  law or under provisions of the Company's articles of organization or by-laws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
   4.1    Restated Articles of Organization of the Company, incorporated by
          reference to the Exhibits to the Company's Registration Statement on
          Form S-1, File No. 33-45841.
  
                                        II-2
  8
  
   4.2    Amended and Restated By-Laws of the Company, incorporated by reference
          to the Exhibits to the Company's Registration Statement on Form S-1,
          File No. 43401.
  
   4.3    1988 Incentive and Non-Statutory Stock Option Plan.
  
   4.4    1989 Non-Statutory Stock Option Plan.
  
   5.1    Opinion of Counsel.
  
  23.1    Consent of Independent Accountants.
  
  23.2    Consent of Counsel (included in Exhibit 5.1).
  
  24.1    Power of Attorney (contained on the signature page).
  
  ITEM 9.  UNDERTAKINGS.
  
          1. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
          2. The undersigned 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 of 1933;
  
                 (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;
  
                 (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 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
  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 Securities Exchange Act of 1934 that are
  incorporated by reference herein.
  
             (b) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered herein, 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.
  
                                        II-3
  9
  
          3. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 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 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 Act and will
  be governed by the final adjudication of such issue.
  
                                        II-4
  10
  
                                     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 Town of Burlington, Commonwealth of Massachusetts, on the
  11th day of September 1996.
  
                                     CAYENNE SOFTWARE, INC.
  
                                     By: /S/ Peter J. Boni
                                         -----------------
                                         Peter J. Boni
                                         President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints Peter J. Boni and Eugene J. DiDonato, and each of
  them, his true and lawful attorneys-in-fact and agents with full power of
  substitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and all 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 he may
  deem necessary or advisable to be done in connection with this Registration
  Statement, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in-fact and
  agents or any of them, or their or his substitute or substitutes, any lawfully
  do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                             Title                          DATE
           ---------                             -----                          ----
  /S/ Peter J. Boni                     President, Chief                 September 11, 1996
  - -----------------                     Executive Officer and 
  Peter J. Boni                         Director              
                                        (Principal Executive
                                        Officer)
  
  /S/ Frederick H. Phillips             Vice President--Finance          September 11, 1996
  - -------------------------             Adminstration, Treasurer  
  Frederick H. Phillips                 and Chief Financial and   
                                        Accounting Officer        
  
  /S/ Charles W. Bachman                Chairman of the Board of         September 11, 1996
  - ----------------------                Directors
  Charles W. Bachman
  II-5
  11
  /S/ John J. Alexander                 Director                         September 11, 1996
  - ---------------------
  John J. Alexander
  
  /S/                                   Director                         September __, 1996
  - ---------------------
  R. John Fletcher
  
  /S/ William H.D. Goddard              Director                         September 11, 1996
  - ------------------------
  William H.D. Goddard
  
  /S/ Allyn C. Woodward, JR.            Director                         September 11, 1996
  - --------------------------
  Allyn C. Woodward, Jr.
  II-6
  12
  
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
    No.      Description                                                 Page
  - -------    -----------                                                 ----
  
   4.1       Restated Articles of Organization of the Company
             (incorporated by reference)
  
   4.2       Amended and Restated By-Laws of the Company
             (incorporated by reference)
  
   4.3       1988 Incentive and Non-Statutory Stock Option Plan
  
   4.4       1989 Non-Statutory Stock Option Plan
  
   5.1       Opinion of Counsel
  
  23.1       Consent of Independent Accountants
  
  23.2       Consent of Counsel (included in Exhibit 5.1)
  
  24.1       Power of Attorney (contained on the signature
             page)