content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                                   on June 5, 1996
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                    SEPRACOR INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                               22-2536587
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                   111 LOCKE DRIVE, MARLBOROUGH, MASSACHUSETTS    01752
                    (Address of Principal Executive Office)  (Zip Code)
  
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                TIMOTHY J. BARBERICH
                                    SEPRACOR INC.
                                   111 LOCKE DRIVE
                          MARLBOROUGH, MASSACHUSETTS 01752
                       (Name and address of agent for service)
  
                                   (508) 481-6700
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                      Proposed        Proposed
  Title of                            maximum         maximum
  securities           Amount         offering        aggregate     Amount of
  to be                to be          price           offering      registration
  registered           registered     per share       price         fee    
  - ----------           ----------     ---------       -----         ---    
  
  <S>                  <C>            <C>            <C>            <C>           
  Common Stock,        120,000        $14.44(1)      $1,732,800(1)  $598.00
  $.10 par             shares
  value
  </TABLE>
  
  - --------------------------------------------------------------------------------
  (1) Estimated solely for the purpose of calculating the registration fee, and
      based upon the average of the high and low prices of the Common Stock on the
      Nasdaq National Market
  
  
                                         -1-
  <PAGE>   2
  on May 30, 1996 in accordance with Rules 457(c) and 457(h) of the Securities Act
  of 1933.
  
  
                                         -2-
  <PAGE>   3
  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 Employee Stock Purchase Plan of Sepracor Inc., a 
  Delaware corporation (the "Registrant"), pursuant to Rule 428(b)(1).
  
  PART II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3.    Incorporation of Certain Documents by Reference.
  
       The Registrant is subject to the informational and reporting requirements 
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934 (as
  amended, the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are filed with the Securities and Exchange
  Commission, are incorporated in this Prospectus by reference.
  
                  (1)   The Registrant's latest annual report filed pursuant to 
       Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
       pursuant to Rule 424(b) under the Securities Act of 1933 (as amended, the
       "Securities Act"), that contains audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed.
  
                  (2)   All other reports filed pursuant to Section 13(a) or 15(d)
       of the Exchange Act since the end of the fiscal year covered by the
       document referred to in (1) above.
  
                  (3)   The description of the Common Stock, par value $.10 per 
       share ("Common Stock"), contained in a registration statement filed under
       the Exchange Act, including any amendment or report filed for the purpose
       of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
       Item 4.    Description of Securities.
  
       Not applicable.
  
  
                                         -3-
  <PAGE>   4
       Item 5.    Interests of Named Experts and Counsel.
  
       Not applicable.
  
       Item 6.    Indemnification of Directors and Officers.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation may indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or completed action or proceeding,
  whether civil, criminal, administrative or investigative, by reason of the fact
  that he is or was a director, officer, employee or agent of the corporation or
  is or was serving at its request in such capacity in another corporation or
  business association, against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by him in
  connection with such action, suit or proceeding if he acted in good faith and in
  a manner he reasonably believed to be in or not opposed to the best interests of
  the corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.
  
       Section 102(b)(7) of the Delaware General Corporation Law permits a
  corporation to provide in its certificate of incorporation that a director of
  the corporation shall not be personally liable to the corporation or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except for liability (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
  Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
  from which the director derived an improper personal benefit.
  
       Article THIRTEENTH of the Registrant's Certificate of Incorporation, as
  amended, requires the Registrant to indemnify each person who is or was or has
  agreed to be a director or officer of the Registrant against expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlements to the
  maximum extent permitted from time to time under the Delaware General
  Corporation Law, as amended. In addition, Article FIFTH provides that no
  director of the Registrant shall be liable for monetary damages for any breach
  of fiduciary duty, except to the extent that the Delaware General Corporation
  Law prohibits the elimination or limitation of liability of directors for breach
  of fiduciary duty.
  
  
                                         -4-
  <PAGE>   5
       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 Company 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 Company pursuant to Section
       13 or Section 15(d) of the Exchange Act that are incorporated by reference
       in the registration statement.
  
             (b)   That, for the purpose of determining any liability under the 
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
             (c)   To remove from registration by means of a post-effective 
       amendment any of the securities being registered which remain unsold at the
       termination of the offering.
  
  
                                         -5-
  <PAGE>   6
       2.    The Company hereby undertakes that, for purposes of determining any 
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be in the initial bona fide offering thereof.
  
       3.   Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such 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-
  <PAGE>   7
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant 
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Marlborough, Commonwealth of Massachusetts on the
  5th day of June, 1996.
  
                                         SEPRACOR INC.
  
                                         By: /s/ Timothy J. Barberich
                                            -------------------------
                                            Timothy J. Barberich
                                            President and
                                            Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Sepracor Inc. hereby 
  severally constitute Timothy J. Barberich and Susan W. Murley, Esq. and each of
  them singly, our true and lawful attorneys with full power to them, and each of
  them singly, to sign for us and in our names in the capacities indicated below,
  the Registration Statement on Form S-8 filed herewith and any and all subsequent
  amendments to said Registration Statement, and generally to do all such things
  in our names and behalf in our capacities as officers and directors to enable
  Sepracor Inc. to comply with all requirements of the Securities and Exchange
  Commission, hereby ratifying and confirming our signatures as they may be signed
  by said attorneys, or any of them, to said Registration Statement and any and
  all amendments thereto.
  
  
                                         -7-
  <PAGE>   8
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the date indicated.
  
  
  Signature                           Title                      Date
  - ---------                           -----                      ----
  [S]                           [C]                        [C]
  
  /s/ Timothy J. Barberich
  - --------------------------    President, Chief           )
  Timothy J. Barberich          Executive Officer          )
                                and Director               )
                                (Principal Executive       )
                                 Officer)                  )
  /s/ David P. Southwell                                   )
  - --------------------------    Chief Financial            )
  David P. Southwell            Officer (Principal         )
                                Financial Officer          )
                                                           )
  /s/ Robert F. Scumaci                                    )
  - --------------------------    Senior Vice President,     )
  Robert F. Scumaci             Finance and                )
                                Administration and         )
                                Treasurer                  )
                                (Principal Accounting      )
                                         Officer           )
  /s/ James G. Andress                                     )
  - --------------------------    Director                   )
  James G. Andress                                         )
                                                           )
  /s/ Digby W. Barrios                                     )  June 5, 1996
  - --------------------------    Director                   )
  Digby W. Barrios                                         )
                                                           )
  /s/ Robert J. Cresci                                     )
  - --------------------------    Director                   )
  Robert J. Cresci                                         )
                                                           )
  /s/ Robert F. Johnston                                   )
  - --------------------------    Director                   )
  Robert F. Johnston                                       )
                                                           )
  /s/ Keith Mansford                                       )
  - --------------------------    Director                   )
  Keith Mansford                                           )
                                                           )
  /s/ James F. Mrazek                                      )
  - --------------------------    Director                   )
  James F. Mrazek                                          )
                                                           )
  /s/ Alan A. Steigrod                                     )
  - --------------------------    Director                   )
  Alan A. Steigrod                                         )
  
  
                                        -8-
  <PAGE>   9
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number             Description
  - -------            -----------
  <S>                <C>                                    
   4.1               Restated Certificate of Incorporation
                     of the Registrant, as amended
  
   4.2 *             Amended and Restated By-Laws of the Registrant, as amended
  
   4.3 *             Specimen Certificate of Common Stock of
                     the Registrant
  
   5                 Opinion of Hale and Dorr
  
  23.1               Consent of Hale and Dorr (included in Exhibit 5)
  
  23.2               Consent of Coopers & Lybrand L.L.P.
  
  24                 Power of Attorney (included in the signature pages
                     of this Registration Statement)
  </TABLE>
  
  
  
  
  
  
  
  
  - --------------------
  *      Incorporated herein by reference from the Registrant's Registration
         Statement on Form S-1 (File No. 33-41653).
  
  
                                         -9-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "SEPRACOR INC. 1996 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 17316}]
metadata_filer: {"company-data": {"conformed-name": "SEPRACOR INC /DE/", "cik": "0000877357", "assigned-sic": "3826", "irs-number": "222536587", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05221", "film-number": "96576915"}, "business-address": {"street1": "33 LOCKE DRIVE", "city": "MARLBOROUGH", "state": "MA", "zip": "01752", "phone": "5084816700"}}
text: 1
                As filed with the Securities and Exchange Commission
                                   on June 5, 1996
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                    SEPRACOR INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                               22-2536587
  (State or other jurisdiction of                               (I.R.S. Employer
   incorporation or organization)                              Identification No.)
  
                   111 LOCKE DRIVE, MARLBOROUGH, MASSACHUSETTS    01752
                    (Address of Principal Executive Office)  (Zip Code)
  
                          1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                TIMOTHY J. BARBERICH
                                    SEPRACOR INC.
                                   111 LOCKE DRIVE
                          MARLBOROUGH, MASSACHUSETTS 01752
                       (Name and address of agent for service)
  
                                   (508) 481-6700
            (Telephone number, including area code, of agent for service)
  
  ================================================================================
                           CALCULATION OF REGISTRATION FEE
  Proposed        Proposed
  Title of                            maximum         maximum
  securities           Amount         offering        aggregate     Amount of
  to be                to be          price           offering      registration
  registered           registered     per share       price         fee    
  - ----------           ----------     ---------       -----         ---
  Common Stock,        120,000        $14.44(1)      $1,732,800(1)  $598.00
  $.10 par             shares
  value
  - --------------------------------------------------------------------------------
  (1) Estimated solely for the purpose of calculating the registration fee, and
      based upon the average of the high and low prices of the Common Stock on the
      Nasdaq National Market
  
                                         -1-
  2
  on May 30, 1996 in accordance with Rules 457(c) and 457(h) of the Securities Act
  of 1933.
  
                                         -2-
  3
  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 Employee Stock Purchase Plan of Sepracor Inc., a 
  Delaware corporation (the "Registrant"), pursuant to Rule 428(b)(1).
  
  PART II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3.    Incorporation of Certain Documents by Reference.
  
       The Registrant is subject to the informational and reporting requirements 
  of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934 (as
  amended, the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are filed with the Securities and Exchange
  Commission, are incorporated in this Prospectus by reference.
  
                  (1)   The Registrant's latest annual report filed pursuant to 
       Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
       pursuant to Rule 424(b) under the Securities Act of 1933 (as amended, the
       "Securities Act"), that contains audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed.
  
                  (2)   All other reports filed pursuant to Section 13(a) or 15(d)
       of the Exchange Act since the end of the fiscal year covered by the
       document referred to in (1) above.
  
                  (3)   The description of the Common Stock, par value $.10 per 
       share ("Common Stock"), contained in a registration statement filed under
       the Exchange Act, including any amendment or report filed for the purpose
       of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents.
  
       Item 4.    Description of Securities.
  
       Not applicable.
  
                                         -3-
  4
       Item 5.    Interests of Named Experts and Counsel.
  
       Not applicable.
  
       Item 6.    Indemnification of Directors and Officers.
  
       Section 145 of the Delaware General Corporation Law provides that a
  corporation may indemnify any person who was or is a party or is threatened to
  be made a party to any threatened, pending or completed action or proceeding,
  whether civil, criminal, administrative or investigative, by reason of the fact
  that he is or was a director, officer, employee or agent of the corporation or
  is or was serving at its request in such capacity in another corporation or
  business association, against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by him in
  connection with such action, suit or proceeding if he acted in good faith and in
  a manner he reasonably believed to be in or not opposed to the best interests of
  the corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.
  
       Section 102(b)(7) of the Delaware General Corporation Law permits a
  corporation to provide in its certificate of incorporation that a director of
  the corporation shall not be personally liable to the corporation or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  except for liability (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
  Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
  from which the director derived an improper personal benefit.
  
       Article THIRTEENTH of the Registrant's Certificate of Incorporation, as
  amended, requires the Registrant to indemnify each person who is or was or has
  agreed to be a director or officer of the Registrant against expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlements to the
  maximum extent permitted from time to time under the Delaware General
  Corporation Law, as amended. In addition, Article FIFTH provides that no
  director of the Registrant shall be liable for monetary damages for any breach
  of fiduciary duty, except to the extent that the Delaware General Corporation
  Law prohibits the elimination or limitation of liability of directors for breach
  of fiduciary duty.
  
                                         -4-
  5
       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 Company 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 Company pursuant to Section
       13 or Section 15(d) of the Exchange Act that are incorporated by reference
       in the registration statement.
  
             (b)   That, for the purpose of determining any liability under the 
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
             (c)   To remove from registration by means of a post-effective 
       amendment any of the securities being registered which remain unsold at the
       termination of the offering.
  
                                         -5-
  6
       2.    The Company hereby undertakes that, for purposes of determining any 
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be in the initial bona fide offering thereof.
  
       3.   Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such 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-
  7
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant 
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Town of Marlborough, Commonwealth of Massachusetts on the
  5th day of June, 1996.
  
                                         SEPRACOR INC.
  
                                         By: /s/ Timothy J. Barberich
                                            -------------------------
                                            Timothy J. Barberich
                                            President and
                                            Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Sepracor Inc. hereby 
  severally constitute Timothy J. Barberich and Susan W. Murley, Esq. and each of
  them singly, our true and lawful attorneys with full power to them, and each of
  them singly, to sign for us and in our names in the capacities indicated below,
  the Registration Statement on Form S-8 filed herewith and any and all subsequent
  amendments to said Registration Statement, and generally to do all such things
  in our names and behalf in our capacities as officers and directors to enable
  Sepracor Inc. to comply with all requirements of the Securities and Exchange
  Commission, hereby ratifying and confirming our signatures as they may be signed
  by said attorneys, or any of them, to said Registration Statement and any and
  all amendments thereto.
  
                                         -7-
  8
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the date indicated.
  
  Signature                           Title                      Date
  - ---------                           -----                      ----
  [S]                           [C]                        [C]
  
  /s/ Timothy J. Barberich
  - --------------------------    President, Chief           )
  Timothy J. Barberich          Executive Officer          )
                                and Director               )
                                (Principal Executive       )
                                 Officer)                  )
  /s/ David P. Southwell                                   )
  - --------------------------    Chief Financial            )
  David P. Southwell            Officer (Principal         )
                                Financial Officer          )
                                                           )
  /s/ Robert F. Scumaci                                    )
  - --------------------------    Senior Vice President,     )
  Robert F. Scumaci             Finance and                )
                                Administration and         )
                                Treasurer                  )
                                (Principal Accounting      )
                                         Officer           )
  /s/ James G. Andress                                     )
  - --------------------------    Director                   )
  James G. Andress                                         )
                                                           )
  /s/ Digby W. Barrios                                     )  June 5, 1996
  - --------------------------    Director                   )
  Digby W. Barrios                                         )
                                                           )
  /s/ Robert J. Cresci                                     )
  - --------------------------    Director                   )
  Robert J. Cresci                                         )
                                                           )
  /s/ Robert F. Johnston                                   )
  - --------------------------    Director                   )
  Robert F. Johnston                                       )
                                                           )
  /s/ Keith Mansford                                       )
  - --------------------------    Director                   )
  Keith Mansford                                           )
                                                           )
  /s/ James F. Mrazek                                      )
  - --------------------------    Director                   )
  James F. Mrazek                                          )
                                                           )
  /s/ Alan A. Steigrod                                     )
  - --------------------------    Director                   )
  Alan A. Steigrod                                         )
  
                                        -8-
  9
                                    EXHIBIT INDEX
  Exhibit
  Number             Description
  - -------            -----------
  4.1               Restated Certificate of Incorporation
                     of the Registrant, as amended
  
   4.2 *             Amended and Restated By-Laws of the Registrant, as amended
  
   4.3 *             Specimen Certificate of Common Stock of
                     the Registrant
  
   5                 Opinion of Hale and Dorr
  
  23.1               Consent of Hale and Dorr (included in Exhibit 5)
  
  23.2               Consent of Coopers & Lybrand L.L.P.
  
  24                 Power of Attorney (included in the signature pages
                     of this Registration Statement)
  - --------------------
  *      Incorporated herein by reference from the Registrant's Registration
         Statement on Form S-1 (File No. 33-41653).
  
                                         -9-