content: <PAGE>   1
  
  
  
  
  
       As filed with the Securities and Exchange Commission on October 18, 1996
                                                   Registration No. 333-
       -----------------------------------------------------------------------
           S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N
  
                                 Washington, D.C. 20549
  
                                        FORM S-8
                                 REGISTRATION STATEMENT
                                          UNDER
                               THE SECURITIES ACT OF 1933
  
                         WEST COAST ENTERTAINMENT CORPORATION
                 ------------------------------------------------------
                 (Exact name of registrant as specified in its charter)
  
  
                   Delaware                                 04-3278751
       -------------------------------                  ------------------
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                   Identification No.)
  
                   9990 Global Road, Philadelphia, Pennsylvania  19115
                  ----------------------------------------------------
                  (Address of principal executive offices)  (Zip Code)
  
                            1995 DIRECTOR STOCK OPTION PLAN
                            ---------------------------------
                                (Full title of the plan)
  
                                   John H. Chory, Esq.
                                      Hale and Dorr
                                     60 State Street
                               Boston, Massachusetts 02109      
                         ---------------------------------------
                         (Name and address of agent for service)
  
  
                                     (617) 526-6674                          
              -------------------------------------------------------------
              (Telephone number, including area code, of agent for service)
  
  <TABLE>
                             CALCULATION OF REGISTRATION FEE
                             -------------------------------
  <CAPTION>
     Title of                       Proposed          Proposed
    Securities      Amount to       Maximum           Maximum        Amount of
      to be             be       Offering Price      Aggregate      Registration
    Registered      Registered      Per Share      Offering Price       Fee     
    ----------      ----------   --------------    --------------   ------------
  
    <S>              <C>           <C>             <C>              <C>         
    Common Stock,    50,000        $11.125(1)      $556,250(1)      $169.00           
    $.01 par         shares   
    value
  <FN>
  
    ------------------------
  
      (1)  Estimated solely for the purpose of calculating the registration fee,
    and based on the average of the high and low prices as reported by Nasdaq on
    October 15, 1996, in accordance with Securities Act Rule 457(c) and (h).
  </TABLE>
  
  <PAGE>   2
  
  
  
  
           PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                The information required by Part I is included in documents
           sent or given to participants in the 1995 Employee Stock Purchase
           Plan of West Coast Entertainment Corporation, a Delaware
           corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the
           Securities Act of 1933, as amended (the "Securities Act").
  
           PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                Item 3.  Incorporation of Certain Documents by Reference. 
                         -----------------------------------------------
  
                The Registrant is subject to the informational and reporting
           requirements of Sections 13(a), 14 and 15(d) of the Securities
           Exchange Act of 1934 (as amended, the "Exchange Act"), and in
           accordance therewith files reports, proxy statements and other
           information with the Securities and Exchange Commission.  The
           following documents, which are filed with the Securities and
           Exchange Commission, are incorporated in this Registration
           Statement by reference:
  
                (1)  The Company's Quarterly Report on Form 10-Q for the
           quarter ended April 30, 1996;
  
                (2)  The Company's Quarterly Report on Form 10-Q for the
           quarter ended July 31, 1996;
  
                (3)  The Company's Current Report on Form 8-K, dated May 17,
           1996; 
  
                (4)  The Company's Current Report on Form 8-K, dated 
           Septmeber 30, 1996; and
  
                (5)  The description of the Common Stock, $.01 par value per
           share ("Common Stock"), contained in the Company's Registration
           Statement on Form 8-A as filed with the Commission on January 12,
           1996.
  
                All documents subsequently filed by the Registrant pursuant
           to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
           to the filing of a post-effective amendment which indicates that
           all shares of Common Stock offered hereby have been sold, or which
           deregisters all shares of Common Stock then remaining unsold,
           shall be deemed to be incorporated by reference herein and to be
           part hereof from the date of the filing of such documents.
  
                Item 4.  Description of Securities.
                         -------------------------
  
                Not applicable.
  
  
  
  
  
  
  
                                         - 2 -
  <PAGE>   3
  
  
  
  
                Item 5.  Interests of Named Experts and Counsel.  
                         --------------------------------------
  
                The validity of the Common Stock offered hereby has been
           passed upon for the Company by Hale and Dorr, Boston,
           Massachusetts.  John H. Chory, a partner of Hale and Dorr, shares
           voting and dispositive power, as co-trustee of the Ralph W.
           Standley III Irrevocable Trust, with respect to 342,820 shares of
           Common Stock owned by such trust.
  
                Item 6.  Indemnification of Directors and Officers.
                         -----------------------------------------
  
                The Registrant's Certificate of Incorporation contains
           certain provisions permitted under the General Corporation Law of
           Delaware relating to the liability of directors.  These provisions
           eliminate a director's liability for monetary damages for a breach
           of fiduciary duty, except in certain circumstances involving
           wrongful acts, such as the breach of a director's duty of loyalty
           or acts or omissions which involve intentional misconduct or a
           knowing violation of the law.  The Registrant's Certificate of
           Incorporation also contains provisions obligating the Registrant
           to indemnify its directors and officers to the fullest extent
           permitted by the General Corporation Law of Delaware. 
  
                The Registrant has purchased and maintains insurance coverage
           under a policy insuring directors and officers of the Registrant
           against certain liabilities which they may incur as directors or
           officers of the Registrant, which may include coverage for
           liabilities arising under the Securities Act.
  
                Item 7.   Exemption From Registration Claimed.
                          -----------------------------------
  
                Not applicable.
  
                Item 8.   Exhibits.
                          --------
  
                The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.
  
                Item 9.   Undertakings.
                          ------------
  
                1.   The Registrant hereby undertakes:
  
                     (a)  To file, during any period in which offers or sales
                are being made, a post-effective amendment to this
                registration statement:
  
                     (i)  To include any prospectus required by Section
                          10(a)(3) of the Securities Act;
  
  
  
  
  
                                         - 3 -
  <PAGE>   4
  
  
  
  
                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which,
                          individually or in the aggregate, represent a
                          fundamental change in the information set forth in
                          the registration statement; and
  
                   (iii)  To include any material information with respect to
                          the plan of distribution not previously disclosed
                          in the registration statement or any material
                          change to such information in the registration
                          statement;
  
                PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply
                if the registration statement is on Form S-3 or Form S-8, and
                the information required to be included in a post-effective
                amendment by those paragraphs is contained in periodic
                reports filed by the Registrant pursuant to Section 13 or
                Section 15(d) of the Exchange Act that are incorporated by
                reference in the registration statement.
  
                     (b)  That, for the purpose of determining any liability
                under the Securities Act, each such post-effective amendment
                shall be deemed to be a new registration statement relating
                to the securities offered therein, and the offering of such
                securities at that time shall be deemed to be the initial
                bona fide offering thereof.
  
                     (c)  To remove from registration by means of a
                post-effective amendment any of the securities being
                registered which remain unsold at the termination of the
                offering.
  
                2.   The Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Exchange Act (and, where applicable, each
           filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Exchange Act) that is incorporated by
           reference in the registration statement shall be deemed to be a
           new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be in the initial bona fide offering thereof.
  
                3.   Insofar as indemnification for liabilities arising under
           the Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in
           the opinion of the Securities and Exchange Commission such
  
  
  
                                         - 4 -
  <PAGE>   5
  
  
  
  
           indemnification is against public policy as expressed in the
           Securities Act and is, therefore, unenforceable.  In the event
           that a claim for indemnification against such liabilities (other
           than the payment by the Registrant of expenses incurred or paid by
           a director, officer of controlling person of the Registrant in the
           successful defense of any action, suit or proceeding) is asserted
           by such director, officer or controlling person in connection with
           the securities being registered, the Registrant will, unless in
           the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate
           jurisdiction the question whether such indemnification by it is
           against public policy as expressed in the Securities Act and will
           be governed by the final adjudication of such issue.
  
  
  
  
  
  
  
                                         - 5 -
  <PAGE>   6
  
  
  
  
  
                                       SIGNATURES
  
                Pursuant to the requirements of the Securities Act of 1933,
           the Registrant certifies that it has reasonable grounds to believe
           that it meets all of the requirements for filing on Form S-8 and
           has duly caused this Registration Statement to be signed on its
           behalf by the undersigned, thereunto duly authorized, in
           Philadelphia, Pennsylvania, on this 17th day of October, 1996.
  
  
                                         WEST COAST ENTERTAINMENT CORPORATION
  
  
  
                                         By: /s/ T. Kyle Standley
                                             -------------------------------
                                             T. Kyle Standley
                                             President and 
                                              Chief Executive Officer
  
  
  
                                    POWER OF ATTORNEY
  
                We, the undersigned officers and directors of West Coast
           Entertainment Corporation hereby severally constitute and appoint
           Ralph W. Standley III, T. Kyle Standley and John H. Chory, and
           each of them singly, our true and lawful attorneys with full power
           to them, and each of them singly, to sign for us and in our names,
           in the capacities indicated below, the Registration Statement on
           Form S-8 filed herewith and any and all amendments to said
           Registration Statement and generally to do all such things in our
           name and behalf in our capacities as officers and directors to
           enable West Coast Entertainment Corporation, to comply with the
           provisions of the Securities Act of 1933, as amended, and all
           requirements of the Securities and Exchange Commission, hereby
           ratifying and confirming our signatures as they may be signed by
           our said attorneys, or any of them, to said Registration Statement
           and any and all amendments thereto.
  
  
  
  
  
  
  
                                         - 6 -
  <PAGE>   7
  
  
  
  
  
                WITNESS our hands and common seal on the date set forth
           below.
  
                Pursuant to the requirements of the Securities Act of 1933,
           this Registration Statement has been signed by the following
           persons in the capacities indicated as of October 17, 1996.
  
             Signature                   Title                     
             ---------                   -----                     
  
  
        /s/ T. Kyle Standley      President, Chief Executive                    
        ------------------------  Officer and Director         
        T. Kyle Standley          (Principal Executive Officer)
  
        /s/ Richard G. Kelly      Chief Financial Officer
        ------------------------  (Principal Financial Officer)
        Richard G. Kelly        
  
        /s/ Jerry Misterman       Chief Accounting Officer
        ------------------------  (Principal Accounting Officer)
        Jerry Misterman         
  
  
        /s/ Ralph W. Standley III Chairman and Director  
        -------------------------
        Ralph W. Standley III     
  
  
        /s/ Donald R. Thomas      Director                    
        ------------------------
        Donald R. Thomas                                    
  
  
        /s/ Peter Balner          Director
        ------------------------
        Peter Balner              
  
  
        /s/ M. Trent Standley     Director
        ------------------------
        M. Trent Standley
  
  
                                  Director
        ------------------------
        James B. Dineen, Jr.
  
  
        /s/ C. Stewart Forbes     Director
        ------------------------
        C. Stewart Forbes
  
  
        /s/ Wesley F. Hoag        Director
        ------------------------
        Wesley F. Hoag
  
  
  
  
                                         - 7 -
  <PAGE>   8
  
  
  
  
  
                                      EXHIBIT INDEX
                                      -------------
  
  
           Exhibit                                                
           Number                                                 
           -------
  
           4.1       Certificate of Incorporation, as amended (1)
  
           4.2       By-Laws (2)              
  
           4.3       Specimen Certificate of Common Stock of the
                     Registrant (3)
  
           5.1       Opinion of Hale and Dorr 
  
           23.1      Consent of Hale and Dorr (included in   
                     Exhibit 5.1) 
  
           24.1      Power of Attorney (included in the signature 
                     pages of this Registration Statement) 
  
  
  
           _______________________
  
           (1)   Incorporated herein by reference to Exhibits 3.1 through 3.5
                 to the Registrant's Registration Statement on Form S-1 (File
                 No. 333-00272).
  
           (2)   Incorporated herein by reference to Exhibit 3.6 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-00272).
  
           (3)   Incorporated herein by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-00272).
  
  
  
  
  
  
                                         - 8 -
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "WEST COAST ENTERTAINMENT CORPORATION", "secsgml_size_bytes": 17484}]
metadata_filer: {"company-data": {"conformed-name": "WEST COAST ENTERTAINMENT CORP", "cik": "0001005858", "assigned-sic": "7841", "irs-number": "043278751", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14411", "film-number": "96645218"}, "business-address": {"street1": "9900 GLOBAL RD", "city": "PHILADELPHIA", "state": "PA", "zip": "19115", "phone": "2156771000"}, "mail-address": {"street2": "9990 GLOBAL ROAD", "city": "PHILADELPHIA", "state": "PA", "zip": "19115"}}
text: 1
  
       As filed with the Securities and Exchange Commission on October 18, 1996
                                                   Registration No. 333-
       -----------------------------------------------------------------------
           S E C U R I T I E S   A N D   E X C H A N G E   C O M M I S S I O N
  
                                 Washington, D.C. 20549
  
                                        FORM S-8
                                 REGISTRATION STATEMENT
                                          UNDER
                               THE SECURITIES ACT OF 1933
  
                         WEST COAST ENTERTAINMENT CORPORATION
                 ------------------------------------------------------
                 (Exact name of registrant as specified in its charter)
  
                   Delaware                                 04-3278751
       -------------------------------                  ------------------
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                   Identification No.)
  
                   9990 Global Road, Philadelphia, Pennsylvania  19115
                  ----------------------------------------------------
                  (Address of principal executive offices)  (Zip Code)
  
                            1995 DIRECTOR STOCK OPTION PLAN
                            ---------------------------------
                                (Full title of the plan)
  
                                   John H. Chory, Esq.
                                      Hale and Dorr
                                     60 State Street
                               Boston, Massachusetts 02109      
                         ---------------------------------------
                         (Name and address of agent for service)
  
                                     (617) 526-6674                          
              -------------------------------------------------------------
              (Telephone number, including area code, of agent for service)
  
                             CALCULATION OF REGISTRATION FEE
                             -------------------------------
  Title of                       Proposed          Proposed
    Securities      Amount to       Maximum           Maximum        Amount of
      to be             be       Offering Price      Aggregate      Registration
    Registered      Registered      Per Share      Offering Price       Fee     
    ----------      ----------   --------------    --------------   ------------
  Common Stock,    50,000        $11.125(1)      $556,250(1)      $169.00           
    $.01 par         shares   
    value
  ------------------------
  
      (1)  Estimated solely for the purpose of calculating the registration fee,
    and based on the average of the high and low prices as reported by Nasdaq on
    October 15, 1996, in accordance with Securities Act Rule 457(c) and (h).
  2
  
           PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
                The information required by Part I is included in documents
           sent or given to participants in the 1995 Employee Stock Purchase
           Plan of West Coast Entertainment Corporation, a Delaware
           corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the
           Securities Act of 1933, as amended (the "Securities Act").
  
           PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
                Item 3.  Incorporation of Certain Documents by Reference. 
                         -----------------------------------------------
  
                The Registrant is subject to the informational and reporting
           requirements of Sections 13(a), 14 and 15(d) of the Securities
           Exchange Act of 1934 (as amended, the "Exchange Act"), and in
           accordance therewith files reports, proxy statements and other
           information with the Securities and Exchange Commission.  The
           following documents, which are filed with the Securities and
           Exchange Commission, are incorporated in this Registration
           Statement by reference:
  
                (1)  The Company's Quarterly Report on Form 10-Q for the
           quarter ended April 30, 1996;
  
                (2)  The Company's Quarterly Report on Form 10-Q for the
           quarter ended July 31, 1996;
  
                (3)  The Company's Current Report on Form 8-K, dated May 17,
           1996; 
  
                (4)  The Company's Current Report on Form 8-K, dated 
           Septmeber 30, 1996; and
  
                (5)  The description of the Common Stock, $.01 par value per
           share ("Common Stock"), contained in the Company's Registration
           Statement on Form 8-A as filed with the Commission on January 12,
           1996.
  
                All documents subsequently filed by the Registrant pursuant
           to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
           to the filing of a post-effective amendment which indicates that
           all shares of Common Stock offered hereby have been sold, or which
           deregisters all shares of Common Stock then remaining unsold,
           shall be deemed to be incorporated by reference herein and to be
           part hereof from the date of the filing of such documents.
  
                Item 4.  Description of Securities.
                         -------------------------
  
                Not applicable.
  
                                         - 2 -
  3
  
                Item 5.  Interests of Named Experts and Counsel.  
                         --------------------------------------
  
                The validity of the Common Stock offered hereby has been
           passed upon for the Company by Hale and Dorr, Boston,
           Massachusetts.  John H. Chory, a partner of Hale and Dorr, shares
           voting and dispositive power, as co-trustee of the Ralph W.
           Standley III Irrevocable Trust, with respect to 342,820 shares of
           Common Stock owned by such trust.
  
                Item 6.  Indemnification of Directors and Officers.
                         -----------------------------------------
  
                The Registrant's Certificate of Incorporation contains
           certain provisions permitted under the General Corporation Law of
           Delaware relating to the liability of directors.  These provisions
           eliminate a director's liability for monetary damages for a breach
           of fiduciary duty, except in certain circumstances involving
           wrongful acts, such as the breach of a director's duty of loyalty
           or acts or omissions which involve intentional misconduct or a
           knowing violation of the law.  The Registrant's Certificate of
           Incorporation also contains provisions obligating the Registrant
           to indemnify its directors and officers to the fullest extent
           permitted by the General Corporation Law of Delaware. 
  
                The Registrant has purchased and maintains insurance coverage
           under a policy insuring directors and officers of the Registrant
           against certain liabilities which they may incur as directors or
           officers of the Registrant, which may include coverage for
           liabilities arising under the Securities Act.
  
                Item 7.   Exemption From Registration Claimed.
                          -----------------------------------
  
                Not applicable.
  
                Item 8.   Exhibits.
                          --------
  
                The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.
  
                Item 9.   Undertakings.
                          ------------
  
                1.   The Registrant hereby undertakes:
  
                     (a)  To file, during any period in which offers or sales
                are being made, a post-effective amendment to this
                registration statement:
  
                     (i)  To include any prospectus required by Section
                          10(a)(3) of the Securities Act;
  
                                         - 3 -
  4
  
                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which,
                          individually or in the aggregate, represent a
                          fundamental change in the information set forth in
                          the registration statement; and
  
                   (iii)  To include any material information with respect to
                          the plan of distribution not previously disclosed
                          in the registration statement or any material
                          change to such information in the registration
                          statement;
  
                PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply
                if the registration statement is on Form S-3 or Form S-8, and
                the information required to be included in a post-effective
                amendment by those paragraphs is contained in periodic
                reports filed by the Registrant pursuant to Section 13 or
                Section 15(d) of the Exchange Act that are incorporated by
                reference in the registration statement.
  
                     (b)  That, for the purpose of determining any liability
                under the Securities Act, each such post-effective amendment
                shall be deemed to be a new registration statement relating
                to the securities offered therein, and the offering of such
                securities at that time shall be deemed to be the initial
                bona fide offering thereof.
  
                     (c)  To remove from registration by means of a
                post-effective amendment any of the securities being
                registered which remain unsold at the termination of the
                offering.
  
                2.   The Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Exchange Act (and, where applicable, each
           filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Exchange Act) that is incorporated by
           reference in the registration statement shall be deemed to be a
           new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be in the initial bona fide offering thereof.
  
                3.   Insofar as indemnification for liabilities arising under
           the Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in
           the opinion of the Securities and Exchange Commission such
  
                                         - 4 -
  5
  
           indemnification is against public policy as expressed in the
           Securities Act and is, therefore, unenforceable.  In the event
           that a claim for indemnification against such liabilities (other
           than the payment by the Registrant of expenses incurred or paid by
           a director, officer of controlling person of the Registrant in the
           successful defense of any action, suit or proceeding) is asserted
           by such director, officer or controlling person in connection with
           the securities being registered, the Registrant will, unless in
           the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate
           jurisdiction the question whether such indemnification by it is
           against public policy as expressed in the Securities Act and will
           be governed by the final adjudication of such issue.
  
                                         - 5 -
  6
  
                                       SIGNATURES
  
                Pursuant to the requirements of the Securities Act of 1933,
           the Registrant certifies that it has reasonable grounds to believe
           that it meets all of the requirements for filing on Form S-8 and
           has duly caused this Registration Statement to be signed on its
           behalf by the undersigned, thereunto duly authorized, in
           Philadelphia, Pennsylvania, on this 17th day of October, 1996.
  
                                         WEST COAST ENTERTAINMENT CORPORATION
  
                                         By: /s/ T. Kyle Standley
                                             -------------------------------
                                             T. Kyle Standley
                                             President and 
                                              Chief Executive Officer
  
                                    POWER OF ATTORNEY
  
                We, the undersigned officers and directors of West Coast
           Entertainment Corporation hereby severally constitute and appoint
           Ralph W. Standley III, T. Kyle Standley and John H. Chory, and
           each of them singly, our true and lawful attorneys with full power
           to them, and each of them singly, to sign for us and in our names,
           in the capacities indicated below, the Registration Statement on
           Form S-8 filed herewith and any and all amendments to said
           Registration Statement and generally to do all such things in our
           name and behalf in our capacities as officers and directors to
           enable West Coast Entertainment Corporation, to comply with the
           provisions of the Securities Act of 1933, as amended, and all
           requirements of the Securities and Exchange Commission, hereby
           ratifying and confirming our signatures as they may be signed by
           our said attorneys, or any of them, to said Registration Statement
           and any and all amendments thereto.
  
                                         - 6 -
  7
  
                WITNESS our hands and common seal on the date set forth
           below.
  
                Pursuant to the requirements of the Securities Act of 1933,
           this Registration Statement has been signed by the following
           persons in the capacities indicated as of October 17, 1996.
  
             Signature                   Title                     
             ---------                   -----                     
  
        /s/ T. Kyle Standley      President, Chief Executive                    
        ------------------------  Officer and Director         
        T. Kyle Standley          (Principal Executive Officer)
  
        /s/ Richard G. Kelly      Chief Financial Officer
        ------------------------  (Principal Financial Officer)
        Richard G. Kelly        
  
        /s/ Jerry Misterman       Chief Accounting Officer
        ------------------------  (Principal Accounting Officer)
        Jerry Misterman         
  
        /s/ Ralph W. Standley III Chairman and Director  
        -------------------------
        Ralph W. Standley III     
  
        /s/ Donald R. Thomas      Director                    
        ------------------------
        Donald R. Thomas                                    
  
        /s/ Peter Balner          Director
        ------------------------
        Peter Balner              
  
        /s/ M. Trent Standley     Director
        ------------------------
        M. Trent Standley
  
                                  Director
        ------------------------
        James B. Dineen, Jr.
  
        /s/ C. Stewart Forbes     Director
        ------------------------
        C. Stewart Forbes
  
        /s/ Wesley F. Hoag        Director
        ------------------------
        Wesley F. Hoag
  
                                         - 7 -
  8
  
                                      EXHIBIT INDEX
                                      -------------
  
           Exhibit                                                
           Number                                                 
           -------
  
           4.1       Certificate of Incorporation, as amended (1)
  
           4.2       By-Laws (2)              
  
           4.3       Specimen Certificate of Common Stock of the
                     Registrant (3)
  
           5.1       Opinion of Hale and Dorr 
  
           23.1      Consent of Hale and Dorr (included in   
                     Exhibit 5.1) 
  
           24.1      Power of Attorney (included in the signature 
                     pages of this Registration Statement) 
  
           _______________________
  
           (1)   Incorporated herein by reference to Exhibits 3.1 through 3.5
                 to the Registrant's Registration Statement on Form S-1 (File
                 No. 333-00272).
  
           (2)   Incorporated herein by reference to Exhibit 3.6 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-00272).
  
           (3)   Incorporated herein by reference to Exhibit 4.1 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-00272).
  
                                         - 8 -