content: <PAGE>   1
  As filed with the Securities and Exchange Commission on June 19, 1996
                                                            Registration No. 33-
  - -------------------------------------------------------------------------------
       S E C U R I T I E S    A N D    E X C H A N G E      C O M M I S S I O N
  
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                    APPLIX, INC.
                  ------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
  
          Massachusetts                                       04-2781676
  - -------------------------------                         -------------------
  (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                          Identification No.)
  
  
                112 Turnpike Road, Westboro, Massachusetts  01581-2831
                ------------------------------------------------------
                (Address of principal executive offices)    (Zip Code)
  
                            1996 DIRECTOR STOCK OPTION PLAN
                           -------------------------------
                              (Full title of the plan)
  
                               Patrick J. Rondeau, Esq.
                                   Hale and Dorr
                                  60 State Street
                             Boston, Massachusetts 02109
                      ---------------------------------------
                      (Name and address of agent for service)
  
                                    (617) 526-6670
            ------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  <TABLE>
  
                          CALCULATION OF REGISTRATION FEE
                          -------------------------------
  <CAPTION>
  
   Title of                         Proposed        Proposed
  Securities      Amount to         Maximum         Maximum          Amount of
    to be            be          Offering Price    Aggregate       Registration
  Registered      Registered       Per Share    Offering Price         Fee
  - ----------      ----------       ---------    --------------         ---
  <S>               <C>            <C>           <C>                  <C>
  Common Stock,     50,000         $30.50(1)     $1,525,000(1)        $526
  $.0025 par        shares
  value
  
  - -----------
  <FN>
           (1) Estimated solely for the purpose of calculating the registration
  fee, and based on the average of the high and low prices as reported by Nasdaq
  on June 14, 1996 in accordance with Securities Act Rule 457(c) and (h).
  
  </TABLE>
  
  
                                Page 1 of 15 pages.
                          Exhibit Index begins on page 8.
  
  
  <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 1996 Director Stock Option Plan of Applix, Inc., a
  Massachusetts corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
          Item 3.  Incorporation of Certain Documents by Reference.
                   ------------------------------------------------
  
          The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934 (as amended, the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are filed with the
  Commission, are incorporated in this Registration Statement by reference:
  
                  (a) The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995 as filed with the Commission on April 1, 1996.
  
                  (b) 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 document
  referred to in (a) above.
  
                  (c) Registration Statement on Form 8-A as filed with the
  Commission on October 28, 1994.
  
          All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
          Item 4.  Description of Securities.
                   -------------------------
  
          Not applicable.
  
          Item 5.  Interests of Named Experts and Counsel.
                   ---------------------------------------
  
          Not applicable.
  
          Item 6.  Indemnification of Directors and Officers.
                   ------------------------------------------
  
  
  
  <PAGE>   3
  
  
          Section 67 of the Massachusetts Business Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against liabilities incurred in connection
  with an action or proceeding to which he is or is threatened to be made a party
  by reason of such position, unless such person shall have been adjudicated not
  to have acted in good faith in the reasonable belief that his action was in the
  best interest of the corporation.
  
          The Registrant's Articles of Organization provide that a director or
  officer of the Registrant shall be indemnified by the Registrant against all
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement reasonably incurred in connection with any litigation or other legal
  proceeding brought against him by virtue of his position as a director or
  officer of the Registrant unless he is deemed (in the manner provided in the
  Articles of Organization) to have not acted in good faith in the reasonable
  belief that his action was in the best interest of the Registrant. Expenses
  incurred in defending a civil or criminal action, suit or proceeding shall be
  advanced by the Registrant to a director or officer, at his request, upon
  receipt of an undertaking by the director or officer to repay such amount if it
  is ultimately determined that he is not entitled to indemnification.
  
          In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition a court to make an independent determination as to whether
  such person is entitled to indemnification. As a condition precedent to the
  right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
          The Registrant's Articles of Organization further provide that the
  indemnification provided therein is not exclusive, and provide that in the event
  that the Massachusetts Business Corporation Law is amended to expand the
  indemnification permitted to directors or officers, the Registrant must
  indemnify those persons to the fullest extent permitted by such law as so
  amended.
  
          The Registrant has purchased and maintains insurance coverage under a
  policy insuring directors and officers of the Registrant 
  
  
  
  
  
  
  <PAGE>   4
  
  
  against certain liabilities which they may incur as directors or officers of the
  Registrant, which may include coverage for liabilities arising under the
  Securities Act.
  
          Item 7. Exemption From Registration Claimed.
                  -----------------------------------
  
          Not applicable.
  
          Item 8. Exhibits.
                  --------
  
          The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
          Item 9. Undertakings.
                  -------------
  
          1.      The Registrant hereby undertakes:
  
            (a)  To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:
  
                 (i)  To include any prospectus required by Section 10(a)(3) of 
                      the Securities Act;
  
                 (ii) To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement; and
  
                (iii) To include any material information with respect to the plan
                      of distribution not previously disclosed in the registration
                      statement or any material change to such information in the
                      registration statement;
  
       PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
       registration statement is on Form S-3 or Form S-8, and the information
       required to be included in a post-effective amendment by those paragraphs
       is contained in periodic reports filed by the Registrant pursuant to
       Section 13 or Section 15(d) of the Exchange Act that are incorporated by
       reference in this Registration Statement.
  
            (b) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating
  
  
  
  <PAGE>   5
  
       to the securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering thereof.
  
            (c) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
          2. The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
          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.
  
  
  
  
  
  <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 Westboro, Massachusetts, on this 17th day of June, 1996.
  
  
                                          APPLIX, INC.
  
  
  
                                          By: /s/ Jitendra S. Saxena
                                              ----------------------------------
                                              Jitendra S. Saxena
                                              President and
                                              Chief Executive Officer
  
  
  
  
                                 POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Applix, Inc. hereby
  severally constitute and appoint Patrick J. Scannell, Jr. and Patrick J.
  Rondeau, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names, in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all amendments to said Registration Statement and generally
  to do all such things in our name and behalf in our capacities as officers and
  directors to enable Applix, Inc., to comply with the provisions of the
  Securities Act of 1933, as amended, and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said Registration Statement
  and any and all amendments thereto.
  
  
  
  
  <PAGE>   7
  
          WITNESS our hands and common seal on the date set forth below.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated as of June 17, 1996.
  
  
       Signature                      Title
       ---------                      -----
  
  
  /s/ Jitendra S. Saxena              President, Chief Executive Officer
  - ------------------------------      and Director (Principal Executive  Officer)
  Jitendra S. Saxena             
                 
  
  
  /s/ Patrick J. Scannell, Jr.        Vice President, Finance & Administration,
  - ------------------------------      Chief Financial Officer and Treasurer  
  Patrick J. Scannell, Jr.            (Principal Financial and Accounting Officer)
                                      
              
  
  
                                      Director
  - ------------------------------
  Richard J. Davis
  
  
                                      
  /s/ Paul J. Ferri                   Director
  - ------------------------------
  Paul J. Ferri
  
  
  
  /s/ Alain J. Hanover                Director
  - ------------------------------
  Alain J. Hanover
  
  
  
  /s/ David C. Mahoney                Director
  - ------------------------------
  David C. Mahoney
  
  
  
  
  <PAGE>   8
  
                                  EXHIBIT INDEX
                                  -------------
  
  
  Exhibit                                                             Sequential
  Number                                                              Page Number
  - -------                                                             -----------
  
  
  4.1       Restated Articles of Organization. (1)                           --
  
  4.2       Articles of Amendment to Restated Articles
            of Organization.                                                  9
  
  4.3       By-Laws.(2)                                                      --
  
  4.4       Specimen Certificate of Common Stock of the                      --
            Registrant.(3)
  
  5.1       Opinion of Hale and Dorr.                                        13
  
  23.1      Consent of Hale and Dorr (included in Exhibit 5.1).              --
            
  
  23.2      Consent of Coopers & Lybrand.                                    14
  
  23.3      Consent of Arthur Andersen LLP.                                  15
  
  24.1      Power of Attorney (included in the signature                     --
            pages of this Registration Statement).
  
  
  - -----------------------
  
  (1)   Incorporated herein by reference to Exhibit 3.3 to the Registrant's 
        Registration Statement on Form S-1 (File No. 33-85688).
       
  (2)   Incorporated herein by reference to Exhibit 3.4 to the Registrant's 
        Registration Statement on Form S-1 (File No. 33-85688).
       
  (3)   Incorporated herein by reference to Exhibit 4.1 to the Registrant's 
        Registration Statement on Form S-1 (File No. 33-85688).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "APPLIX, INC.", "secsgml_size_bytes": 16970}]
metadata_filer: {"company-data": {"conformed-name": "APPLIX INC /MA/", "cik": "0000932112", "assigned-sic": "7372", "irs-number": "042781676", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06303", "film-number": "96583011"}, "business-address": {"street1": "112 TURNPIKE RD", "city": "WESTBORO", "state": "MA", "zip": "01581", "phone": "5088700300"}}
text: 1
  As filed with the Securities and Exchange Commission on June 19, 1996
                                                            Registration No. 33-
  - -------------------------------------------------------------------------------
       S E C U R I T I E S    A N D    E X C H A N G E      C O M M I S S I O N
  
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                    APPLIX, INC.
                  ------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
          Massachusetts                                       04-2781676
  - -------------------------------                         -------------------
  (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                          Identification No.)
  
                112 Turnpike Road, Westboro, Massachusetts  01581-2831
                ------------------------------------------------------
                (Address of principal executive offices)    (Zip Code)
  
                            1996 DIRECTOR STOCK OPTION PLAN
                           -------------------------------
                              (Full title of the plan)
  
                               Patrick J. Rondeau, Esq.
                                   Hale and Dorr
                                  60 State Street
                             Boston, Massachusetts 02109
                      ---------------------------------------
                      (Name and address of agent for service)
  
                                    (617) 526-6670
            ------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
                          -------------------------------
  Title of                         Proposed        Proposed
  Securities      Amount to         Maximum         Maximum          Amount of
    to be            be          Offering Price    Aggregate       Registration
  Registered      Registered       Per Share    Offering Price         Fee
  - ----------      ----------       ---------    --------------         ---
  Common Stock,     50,000         $30.50(1)     $1,525,000(1)        $526
  $.0025 par        shares
  value
  
  - -----------
  (1) Estimated solely for the purpose of calculating the registration
  fee, and based on the average of the high and low prices as reported by Nasdaq
  on June 14, 1996 in accordance with Securities Act Rule 457(c) and (h).
  Page 1 of 15 pages.
                          Exhibit Index begins on page 8.
  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 1996 Director Stock Option Plan of Applix, Inc., a
  Massachusetts corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
          Item 3.  Incorporation of Certain Documents by Reference.
                   ------------------------------------------------
  
          The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934 (as amended, the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are filed with the
  Commission, are incorporated in this Registration Statement by reference:
  
                  (a) The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995 as filed with the Commission on April 1, 1996.
  
                  (b) 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 document
  referred to in (a) above.
  
                  (c) Registration Statement on Form 8-A as filed with the
  Commission on October 28, 1994.
  
          All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
          Item 4.  Description of Securities.
                   -------------------------
  
          Not applicable.
  
          Item 5.  Interests of Named Experts and Counsel.
                   ---------------------------------------
  
          Not applicable.
  
          Item 6.  Indemnification of Directors and Officers.
                   ------------------------------------------
  3
  
          Section 67 of the Massachusetts Business Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against liabilities incurred in connection
  with an action or proceeding to which he is or is threatened to be made a party
  by reason of such position, unless such person shall have been adjudicated not
  to have acted in good faith in the reasonable belief that his action was in the
  best interest of the corporation.
  
          The Registrant's Articles of Organization provide that a director or
  officer of the Registrant shall be indemnified by the Registrant against all
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement reasonably incurred in connection with any litigation or other legal
  proceeding brought against him by virtue of his position as a director or
  officer of the Registrant unless he is deemed (in the manner provided in the
  Articles of Organization) to have not acted in good faith in the reasonable
  belief that his action was in the best interest of the Registrant. Expenses
  incurred in defending a civil or criminal action, suit or proceeding shall be
  advanced by the Registrant to a director or officer, at his request, upon
  receipt of an undertaking by the director or officer to repay such amount if it
  is ultimately determined that he is not entitled to indemnification.
  
          In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition a court to make an independent determination as to whether
  such person is entitled to indemnification. As a condition precedent to the
  right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
          The Registrant's Articles of Organization further provide that the
  indemnification provided therein is not exclusive, and provide that in the event
  that the Massachusetts Business Corporation Law is amended to expand the
  indemnification permitted to directors or officers, the Registrant must
  indemnify those persons to the fullest extent permitted by such law as so
  amended.
  
          The Registrant has purchased and maintains insurance coverage under a
  policy insuring directors and officers of the Registrant
  4
  
  against certain liabilities which they may incur as directors or officers of the
  Registrant, which may include coverage for liabilities arising under the
  Securities Act.
  
          Item 7. Exemption From Registration Claimed.
                  -----------------------------------
  
          Not applicable.
  
          Item 8. Exhibits.
                  --------
  
          The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
          Item 9. Undertakings.
                  -------------
  
          1.      The Registrant hereby undertakes:
  
            (a)  To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:
  
                 (i)  To include any prospectus required by Section 10(a)(3) of 
                      the Securities Act;
  
                 (ii) To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement; and
  
                (iii) To include any material information with respect to the plan
                      of distribution not previously disclosed in the registration
                      statement or any material change to such information in the
                      registration statement;
  
       PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
       registration statement is on Form S-3 or Form S-8, and the information
       required to be included in a post-effective amendment by those paragraphs
       is contained in periodic reports filed by the Registrant pursuant to
       Section 13 or Section 15(d) of the Exchange Act that are incorporated by
       reference in this Registration Statement.
  
            (b) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating
  5
  
       to the securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering thereof.
  
            (c) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
          2. The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
  in this Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
          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.
  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 Westboro, Massachusetts, on this 17th day of June, 1996.
  
                                          APPLIX, INC.
  
                                          By: /s/ Jitendra S. Saxena
                                              ----------------------------------
                                              Jitendra S. Saxena
                                              President and
                                              Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
          We, the undersigned officers and directors of Applix, Inc. hereby
  severally constitute and appoint Patrick J. Scannell, Jr. and Patrick J.
  Rondeau, and each of them singly, our true and lawful attorneys with full power
  to them, and each of them singly, to sign for us and in our names, in the
  capacities indicated below, the Registration Statement on Form S-8 filed
  herewith and any and all amendments to said Registration Statement and generally
  to do all such things in our name and behalf in our capacities as officers and
  directors to enable Applix, Inc., to comply with the provisions of the
  Securities Act of 1933, as amended, and all requirements of the Securities and
  Exchange Commission, hereby ratifying and confirming our signatures as they may
  be signed by our said attorneys, or any of them, to said Registration Statement
  and any and all amendments thereto.
  7
  
          WITNESS our hands and common seal on the date set forth below.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated as of June 17, 1996.
  
       Signature                      Title
       ---------                      -----
  
  /s/ Jitendra S. Saxena              President, Chief Executive Officer
  - ------------------------------      and Director (Principal Executive  Officer)
  Jitendra S. Saxena             
                 
  
  /s/ Patrick J. Scannell, Jr.        Vice President, Finance & Administration,
  - ------------------------------      Chief Financial Officer and Treasurer  
  Patrick J. Scannell, Jr.            (Principal Financial and Accounting Officer)
                                      
              
  
                                      Director
  - ------------------------------
  Richard J. Davis
  
                                      
  /s/ Paul J. Ferri                   Director
  - ------------------------------
  Paul J. Ferri
  
  /s/ Alain J. Hanover                Director
  - ------------------------------
  Alain J. Hanover
  
  /s/ David C. Mahoney                Director
  - ------------------------------
  David C. Mahoney
  8
  
                                  EXHIBIT INDEX
                                  -------------
  
  Exhibit                                                             Sequential
  Number                                                              Page Number
  - -------                                                             -----------
  
  4.1       Restated Articles of Organization. (1)                           --
  
  4.2       Articles of Amendment to Restated Articles
            of Organization.                                                  9
  
  4.3       By-Laws.(2)                                                      --
  
  4.4       Specimen Certificate of Common Stock of the                      --
            Registrant.(3)
  
  5.1       Opinion of Hale and Dorr.                                        13
  
  23.1      Consent of Hale and Dorr (included in Exhibit 5.1).              --
            
  
  23.2      Consent of Coopers & Lybrand.                                    14
  
  23.3      Consent of Arthur Andersen LLP.                                  15
  
  24.1      Power of Attorney (included in the signature                     --
            pages of this Registration Statement).
  
  - -----------------------
  
  (1)   Incorporated herein by reference to Exhibit 3.3 to the Registrant's 
        Registration Statement on Form S-1 (File No. 33-85688).
       
  (2)   Incorporated herein by reference to Exhibit 3.4 to the Registrant's 
        Registration Statement on Form S-1 (File No. 33-85688).
       
  (3)   Incorporated herein by reference to Exhibit 4.1 to the Registrant's 
        Registration Statement on Form S-1 (File No. 33-85688).