content: <PAGE>   1
  
                                                             Registration No. 333-
  
  
                         Securities and Exchange Commission
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              PSYCHEMEDICS CORPORATION
                         (Exact name of issuer as specified
                                   in its charter)
  
               DELAWARE                                 58-1701987
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)
  
              1280 Massachusetts Avenue, Cambridge, Massachusetts 02138
                      (Address of principal executive offices)
  
                              PSYCHEMEDICS CORPORATION
                               2000 STOCK OPTION PLAN
                              (Full title of the plan)
  
                               Raymond C. Kubacki, Jr.
                              PSYCHEMEDICS CORPORATION
                              1280 Massachusetts Avenue
                           Cambridge, Massachusetts 02138
                                   (617) 868-7455
  
                                     Copies to:
                            Patrick J. Kinney, Jr., Esq.
                         Lynch, Brewer, Hoffman & Sands, LLP
                                 101 Federal Street
                             Boston, Massachusetts 02110
                                   (617) 951-0800
  
              (Name, address and telephone number of agent for service)
  
  
                Approximate date of Commencement of Sale pursuant to
                  the Plan: Upon issuance and exercise of options.
  
  
  <PAGE>   2
  
  
  
                           CALCULATION OF REGISTRATION FEE
  
    TITLE OF                      PROPOSED        PROPOSED
    SECURITIES     AMOUNT         MAXIMUM         MAXIMUM          AMOUNT OF
    OF TO BE       TO BE          OFFERING PRICE  AGGREGATE        REGISTRATION
    REGISTERED     REGISTERED(1)  PER SHARE(2)    OFFERING PRICE   FEE
    -------------  -------------  -------------   --------------   ------------
  
    Common Stock,
     $.005 par
       value       2,000,000      $5.00           $10,000,000      $5,280
  
  (1)      The registration statement also includes an indeterminable number of
           additional shares that may become issuable as a result of terminated,
           expired or surrendered options or pursuant to the antidilution
           provisions of the Plan.
  
  (2)      Computed on the basis of the closing sales price of securities of the
           same class, as reported on the American Stock Exchange on June 20,
           2000.
  
  
  
                                          2
  
  <PAGE>   3
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Certain important information is set forth in certain reports or
  statements filed by Psychemedics Corporation (the "Company") with the Securities
  and Exchange Commission. The reports or documents listed below are incorporated
  herein by reference:
  
           (a) the Company's Annual Report on Form 10-K for the year ended
  December 31, 1999 (which incorporates by reference certain portions of the
  Company's Proxy Statement for the Company's 2000 Annual Meeting of Stockholders
  held on May 11, 2000);
  
           (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 2000;
  
           (c) all reports filed by the Company pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934 for periods since March 31, 2000;
  
           (d) the information set forth under "Description of Registrant's
  Securities to be Registered" in the Company's Registration Statement on Form 8-A
  dated April 14, 1995 (File No. 1-13738); and
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference and to be a part hereof from the date of filing
  such reports and documents.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Lynch, Brewer, Hoffman & Sands, LLP, 101 Federal Street, Floor 22,
  Boston, Massachusetts 02110, has rendered its opinion to the Company that the
  shares included in this offering will, when sold in accordance with the terms of
  the Plan, be legally issued, fully paid and non-assessable. Edward S. Brewer,
  Jr., a partner of Lynch, Brewer, Hoffman & Sands, LLP, is Secretary of the
  Company.
  
  
  
                                         3
  <PAGE>   4
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's charter provides that the Company will indemnify all
  persons whom it shall have power to indemnify to the full extent permitted by
  state law. Under Delaware law, a director, officer, employee or agent who has
  been successful on the merits or otherwise in defense of any action, suit or
  proceeding or in defense of any claim, issue or matter therein shall be
  indemnified against expenses (including attorney's fees) actually and reasonably
  incurred. In other circumstances, a director, officer, employee or agent of the
  Company may be indemnified against expenses (including attorney's fees),
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  if he/she acted in good faith and in a manner reasonably believed to be in or
  not opposed to the best interest of the Company, except that in an action or
  suit by or in the right of the Company, such person shall not be indemnified if
  he/she has been adjudged to be liable to the Company unless otherwise determined
  by the Court of Chancery. The Company's charter further provides that directors
  are not liable for monetary damages for certain violations of their duty of
  care. A determination that indemnification of a director, officer, employee or
  agent is proper shall be made by a disinterested majority of directors, by
  independent legal counsel or by the stockholders of the Company.
  
  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.
  
           A.  The Company hereby undertakes:
  
           (1) To file during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                    (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;
  
                    (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;
  
                    (iii) To include any material information with respect to the
                    plan of
  
  
  
                                         4
  <PAGE>   5
  
                    distribution not previously disclosed in the registration
                    statement, or any material change to such information in the
                    registration statement; PROVIDED, HOWEVER, that paragraphs
                    (A)(1)(i) and (A)(1)(ii) do not apply if the information
                    required to be 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
                    Securities Exchange Act of 1934 that are incorporated by
                    reference in the registration statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the Plan.
  
           B. The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Company's annual
  report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
  of 1934 (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities under the Securities Act
  of 1933 may be permitted to directors, officers, and controlling persons of the
  Company pursuant to the foregoing provisions or otherwise, the Company 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 of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person of the
  Company 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 Company 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 of 1933 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 Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and had duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Cambridge, Massachusetts, on this 21st day of June,
  2000.
  
                                         PSYCHEMEDICS CORPORATION
  
  
                                         By /s/ Raymond C. Kubacki, Jr.
                                            --------------------------------------
                                            Raymond C. Kubacki, Jr., President
                                            and Chief Executive Officer
  
  
  
  
                                         6
  <PAGE>   7
  
  
                                  POWER OF ATTORNEY
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. By so signing, each of the undersigned,
  in his capacity as a director or officer or both, as the case may be, does
  hereby appoint Raymond C. Kubacki, Jr. and Edward S. Brewer, Jr. and Patrick J.
  Kinney, Jr., and each of them singly, his lawful attorney to execute in his
  name, place and stead, any and all amendments and supplements to this
  Registration Statement and all instruments necessary or incidental in connection
  therewith, and to file the same with the Securities and Exchange Commission or
  any applicable state securities administrator. Said attorney shall have the full
  powers and authority to do and perform in the name and on behalf of each of the
  undersigned, in any and all capacities, every act whatsoever requisite or
  necessary to be done in the premises as fully, and to all intents and purposes,
  as each of the undersigned might do in person, hereby ratifying and approving
  the acts of such attorney.
  
           Executed under seal as of the date(s) set forth below.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                             TITLE                          DATE
  ---------                                             -----                          ----
  
  <S>                                                   <C>                            <C>
  /s/ Raymond C. Kubacki, Jr.                           President, Chief               June 2, 2000
  --------------------------                            Executive Officer,
  Raymond C. Kubacki, Jr.                               Director (principal
                                                        executive officer)
  
  
  /s/ Peter C. Monson                                   Vice President,                June 2, 2000
  --------------------------                            Treasurer, and Chief
  Peter C. Monson                                       Financial Officer
                                                        (principal financial
                                                        officer)
  
  
  /s/ Werner A. Baumgartner                             Director                       June 8, 2000
  -------------------------------
  Werner A. Baumgartner
  
  /s/ A. Clinton Allen                                  Director                       June 2, 2000
  --------------------------
  A. Clinton Allen
  
  /s/ Walter S. Tomenson                                Director                       June 13, 2000
  -------------------------
  Walter S. Tomenson
  
  /s/ Fred J. Weinert                                   Director                       June 8, 2000
  -------------------
  Fred J. Weinert
  
  /s/ Donald F. Flynn                                   Director                       June 14, 2000
  --------------------
  Donald F. Flynn
  </TABLE>
  
  
  
                                         7
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER            DESCRIPTION
  
  4.1               Specimen Stock Certificate [incorporated
                    by reference to the Company's
                    Registration Statement on Form S-18
                    (File No. 33-10186 LA)].
  
  4.2               2000 Stock Option Plan
                    (incorporated by reference
                    to the Company's 2000 Proxy Statement)
  
  4.3               Form of Incentive Stock Option Agreement
                    under the 2000 Stock Option Plan
  
  5                 Opinion of Lynch, Brewer, Hoffman &
                    Sands, LLP
  
  23.1              Consent of Lynch, Brewer, Hoffman
                    & Sands, LLP (included in Exhibit 5)
  
  23.2              Consent of Arthur Andersen LLP
  
  
  
  
                                         8
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "PSYCHEMEDICS CORP.", "secsgml_size_bytes": 15064}]
metadata_filer: {"company-data": {"conformed-name": "PSYCHEMEDICS CORP", "cik": "0000806517", "assigned-sic": "8071", "irs-number": "581701987", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39968", "film-number": "659754"}, "business-address": {"street1": "1280 MASSACHUSETTS AVENUE", "street2": "SUITE 200", "city": "CAMBRIDGE", "state": "MA", "zip": "02138", "phone": "6178687455"}, "mail-address": {"street1": "1280 MASSACHUSETTS AVE", "street2": "SUITE 200", "city": "CAMBRIDGE", "state": "MA", "zip": "02138"}}
text: 1
  
                                                             Registration No. 333-
  
                         Securities and Exchange Commission
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              PSYCHEMEDICS CORPORATION
                         (Exact name of issuer as specified
                                   in its charter)
  
               DELAWARE                                 58-1701987
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)
  
              1280 Massachusetts Avenue, Cambridge, Massachusetts 02138
                      (Address of principal executive offices)
  
                              PSYCHEMEDICS CORPORATION
                               2000 STOCK OPTION PLAN
                              (Full title of the plan)
  
                               Raymond C. Kubacki, Jr.
                              PSYCHEMEDICS CORPORATION
                              1280 Massachusetts Avenue
                           Cambridge, Massachusetts 02138
                                   (617) 868-7455
  
                                     Copies to:
                            Patrick J. Kinney, Jr., Esq.
                         Lynch, Brewer, Hoffman & Sands, LLP
                                 101 Federal Street
                             Boston, Massachusetts 02110
                                   (617) 951-0800
  
              (Name, address and telephone number of agent for service)
  
                Approximate date of Commencement of Sale pursuant to
                  the Plan: Upon issuance and exercise of options.
  2
  
                           CALCULATION OF REGISTRATION FEE
  
    TITLE OF                      PROPOSED        PROPOSED
    SECURITIES     AMOUNT         MAXIMUM         MAXIMUM          AMOUNT OF
    OF TO BE       TO BE          OFFERING PRICE  AGGREGATE        REGISTRATION
    REGISTERED     REGISTERED(1)  PER SHARE(2)    OFFERING PRICE   FEE
    -------------  -------------  -------------   --------------   ------------
  
    Common Stock,
     $.005 par
       value       2,000,000      $5.00           $10,000,000      $5,280
  
  (1)      The registration statement also includes an indeterminable number of
           additional shares that may become issuable as a result of terminated,
           expired or surrendered options or pursuant to the antidilution
           provisions of the Plan.
  
  (2)      Computed on the basis of the closing sales price of securities of the
           same class, as reported on the American Stock Exchange on June 20,
           2000.
  
                                          2
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Certain important information is set forth in certain reports or
  statements filed by Psychemedics Corporation (the "Company") with the Securities
  and Exchange Commission. The reports or documents listed below are incorporated
  herein by reference:
  
           (a) the Company's Annual Report on Form 10-K for the year ended
  December 31, 1999 (which incorporates by reference certain portions of the
  Company's Proxy Statement for the Company's 2000 Annual Meeting of Stockholders
  held on May 11, 2000);
  
           (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 2000;
  
           (c) all reports filed by the Company pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934 for periods since March 31, 2000;
  
           (d) the information set forth under "Description of Registrant's
  Securities to be Registered" in the Company's Registration Statement on Form 8-A
  dated April 14, 1995 (File No. 1-13738); and
  
           All documents filed by the Company pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference and to be a part hereof from the date of filing
  such reports and documents.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Lynch, Brewer, Hoffman & Sands, LLP, 101 Federal Street, Floor 22,
  Boston, Massachusetts 02110, has rendered its opinion to the Company that the
  shares included in this offering will, when sold in accordance with the terms of
  the Plan, be legally issued, fully paid and non-assessable. Edward S. Brewer,
  Jr., a partner of Lynch, Brewer, Hoffman & Sands, LLP, is Secretary of the
  Company.
  
                                         3
  4
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's charter provides that the Company will indemnify all
  persons whom it shall have power to indemnify to the full extent permitted by
  state law. Under Delaware law, a director, officer, employee or agent who has
  been successful on the merits or otherwise in defense of any action, suit or
  proceeding or in defense of any claim, issue or matter therein shall be
  indemnified against expenses (including attorney's fees) actually and reasonably
  incurred. In other circumstances, a director, officer, employee or agent of the
  Company may be indemnified against expenses (including attorney's fees),
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  if he/she acted in good faith and in a manner reasonably believed to be in or
  not opposed to the best interest of the Company, except that in an action or
  suit by or in the right of the Company, such person shall not be indemnified if
  he/she has been adjudged to be liable to the Company unless otherwise determined
  by the Court of Chancery. The Company's charter further provides that directors
  are not liable for monetary damages for certain violations of their duty of
  care. A determination that indemnification of a director, officer, employee or
  agent is proper shall be made by a disinterested majority of directors, by
  independent legal counsel or by the stockholders of the Company.
  
  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.
  
           A.  The Company hereby undertakes:
  
           (1) To file during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                    (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;
  
                    (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;
  
                    (iii) To include any material information with respect to the
                    plan of
  
                                         4
  5
  
                    distribution not previously disclosed in the registration
                    statement, or any material change to such information in the
                    registration statement; PROVIDED, HOWEVER, that paragraphs
                    (A)(1)(i) and (A)(1)(ii) do not apply if the information
                    required to be 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
                    Securities Exchange Act of 1934 that are incorporated by
                    reference in the registration statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the Plan.
  
           B. The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Company's annual
  report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
  of 1934 (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities under the Securities Act
  of 1933 may be permitted to directors, officers, and controlling persons of the
  Company pursuant to the foregoing provisions or otherwise, the Company 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 of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the Company
  of expenses incurred or paid by a director, officer or controlling person of the
  Company 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 Company 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 of 1933 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 Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and had duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Cambridge, Massachusetts, on this 21st day of June,
  2000.
  
                                         PSYCHEMEDICS CORPORATION
  
                                         By /s/ Raymond C. Kubacki, Jr.
                                            --------------------------------------
                                            Raymond C. Kubacki, Jr., President
                                            and Chief Executive Officer
  
                                         6
  7
  
                                  POWER OF ATTORNEY
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. By so signing, each of the undersigned,
  in his capacity as a director or officer or both, as the case may be, does
  hereby appoint Raymond C. Kubacki, Jr. and Edward S. Brewer, Jr. and Patrick J.
  Kinney, Jr., and each of them singly, his lawful attorney to execute in his
  name, place and stead, any and all amendments and supplements to this
  Registration Statement and all instruments necessary or incidental in connection
  therewith, and to file the same with the Securities and Exchange Commission or
  any applicable state securities administrator. Said attorney shall have the full
  powers and authority to do and perform in the name and on behalf of each of the
  undersigned, in any and all capacities, every act whatsoever requisite or
  necessary to be done in the premises as fully, and to all intents and purposes,
  as each of the undersigned might do in person, hereby ratifying and approving
  the acts of such attorney.
  
           Executed under seal as of the date(s) set forth below.
  SIGNATURE                                             TITLE                          DATE
  ---------                                             -----                          ----
  /s/ Raymond C. Kubacki, Jr.                           President, Chief               June 2, 2000
  --------------------------                            Executive Officer,
  Raymond C. Kubacki, Jr.                               Director (principal
                                                        executive officer)
  
  /s/ Peter C. Monson                                   Vice President,                June 2, 2000
  --------------------------                            Treasurer, and Chief
  Peter C. Monson                                       Financial Officer
                                                        (principal financial
                                                        officer)
  
  /s/ Werner A. Baumgartner                             Director                       June 8, 2000
  -------------------------------
  Werner A. Baumgartner
  
  /s/ A. Clinton Allen                                  Director                       June 2, 2000
  --------------------------
  A. Clinton Allen
  
  /s/ Walter S. Tomenson                                Director                       June 13, 2000
  -------------------------
  Walter S. Tomenson
  
  /s/ Fred J. Weinert                                   Director                       June 8, 2000
  -------------------
  Fred J. Weinert
  
  /s/ Donald F. Flynn                                   Director                       June 14, 2000
  --------------------
  Donald F. Flynn
  7
  8
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER            DESCRIPTION
  
  4.1               Specimen Stock Certificate [incorporated
                    by reference to the Company's
                    Registration Statement on Form S-18
                    (File No. 33-10186 LA)].
  
  4.2               2000 Stock Option Plan
                    (incorporated by reference
                    to the Company's 2000 Proxy Statement)
  
  4.3               Form of Incentive Stock Option Agreement
                    under the 2000 Stock Option Plan
  
  5                 Opinion of Lynch, Brewer, Hoffman &
                    Sands, LLP
  
  23.1              Consent of Lynch, Brewer, Hoffman
                    & Sands, LLP (included in Exhibit 5)
  
  23.2              Consent of Arthur Andersen LLP
  
                                         8