content: <PAGE>   1
                                          Registration No.
  
  
                         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
                           1989 EMPLOYEE STOCK OPTION PLAN
                        1989 NON-QUALIFIED STOCK OPTION PLAN
                              (Full title of the plans)
  
                               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 plans: Upon
  issuance and exercise of options.
  
  
  <PAGE>   2
  
  
  
  
  
  <TABLE>
                                CALCULATION OF REGISTRATION FEE
  ===========================================================================================
  <CAPTION>
      Title of                               Proposed           Proposed
    securities             Amount             maximum            maximum            Amount of
     of to be              to be           offering price    aggregate offer-       registra-
    registered          registered(1)       per share(2)        ing price           tion fee
    ----------          -------------      --------------    ----------------       ---------
  
  <S>                     <C>                  <C>              <C>                 <C>      
  Common Stock,
    $.005 par
      value               1,133,000            $7.00            $7,931,000          $2,734.83
  <FN>
  
  
  (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 September 18,
           1996.
  </TABLE>
  
                                         -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-KSB for the year ended
  December 31, 1995 (which incorporates by reference certain portions of the
  Company's Proxy Statement for the Company's 1996 Annual Meeting of Stockholders
  held on May 7, 1996);
  
           (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1996;
  
           (c) the Company's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1996;
  
           (d) all reports filed by the Company pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934 for periods since June 30, 1996;
  
           (e) 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
  
           (f) the Company's Registration Statements on Form S-8 (Registration
  Numbers 33-41787, 33-50712, and 33-66942).
  
           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.
  
                                         -3-
  
  
  <PAGE>   4
  
  
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Lynch, Brewer, Hoffman & Sands, LLP, 101 Federal Street, 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.
  
  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.
  
                                         -4-
  
  
  <PAGE>   5
  
  
  
  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 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.
  
                                         -5-
  
  
  <PAGE>   6
  
  
  
           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.
  
  
                                         -6-
  
  
  <PAGE>   7
  
  
  
                                     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 20th day of
  September, 1996.
  
                                           PSYCHEMEDICS CORPORATION
  
  
                                           By /s/ Raymond C. Kubacki, Jr.
                                              --------------------------------
                                              Raymond C. Kubacki, Jr., President
                                              and Chief Executive Officer
  
  
  
                                         -7-
  
  
  <PAGE>   8
  
  
  
                                  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.
  
  <TABLE>
           Executed under seal as of the date(s) set forth below.
  <CAPTION>
  
  Signature                                Title                           Date
  - ---------                                -----                           ----
  
  <S>                                      <C>                             <C> 
  /s/ Raymond C. Kubacki, Jr.              President, Chief                September 20, 1996
  - -----------------------------            Executive Officer, 
  Raymond C. Kubacki, Jr.                  Director (principal
                                           executive officer) 
                               
  
  /s/ Bruce M. Stillwell                   Vice President and              September 20, 1996
  - -----------------------------            Treasurer (principal 
  Bruce M. Stillwell                       financial officer)   
                               
  
  /s/ Werner A. Baumgartner                Director                        September 20, 1996
  - -----------------------------
  Werner A. Baumgartner
  
  /s/ A. Clinton Allen                     Director                        September 20, 1996
  - -----------------------------
  A. Clinton Allen
  
  /s/ Donald F. Flynn                      Director                        September 20, 1996
  - -----------------------------
  Donald F. Flynn
  
  /s/ John J. Melk                         Director                        September 20, 1996
  - -----------------------------
  John J. Melk
  
  /s/ Fred J. Weinert                      Director                        September 20, 1996
  - -----------------------------
  Fred J. Weinert
  </TABLE>
  
                                         -8-
  
  
  <PAGE>   9
  
  
  
                                    EXHIBIT INDEX
  
  Exhibit                                                            Sequentially
  Number            Description                                      Numbered Page
  - ------            -----------                                      -------------
  
  4.1         Certificate of Incorporation of the                         N/A
              Company, as amended on October 29,
              1986 [incorporated herein by
              reference to the Company's Registration
              Statement on Form S-18 (File No. 33-
              10186 LA)]
  
  4.2         Certificate of Amendment to Certificate of                  N/A
              Incorporation of the Company [incorporated
              herein by reference to the Company's Annual
              Report on Form 10-K for the fiscal year ended
              June 30, 1989  (File No. 0-15999)]
  
  4.3         Certificate of Amendment to Certificate of                  N/A
              Incorporation of the Company [incorporated
              herein by reference to the Company's
              Registration Statement on Form S-8  (File No. 33-
              41787)]
  
  4.4         By-laws of the Company [incorporated                        N/A
              herein by reference to the Company's
              Registration Statement on Form S-18
              (File No. 33-10186 LA)]
  
  4.5         Specimen Stock Certificate [incorporated                    N/A
              by reference to the Company's
              Registration Statement on Form S-l8
              (File No. 33-10186 LA)].
  
  4.6         1989 Employee Stock Option Plan, as                         N/A
              amended. (incorporated by reference
              to the Company's 1996 Proxy Statement)
  
  4.7         Form of Incentive Stock Option Agreement                    Page 11
              under the 1989 Employee Stock Option Plan
  
  
  
  
                                         -9-
  
  
  <PAGE>   10
  
  
  
  4.8         1989 Non-Qualified Stock Option Plan, as                    N/A
              amended (incorporated by reference
              to the Company's 1996 Proxy Statement)
  
  4.9         Form of Annual Option under the 1989 Non-                   Page 16
              Non-Qualified Stock Option Plan
  
  5           Opinion of Lynch, Brewer, Hoffman &                         Page 21
                       Sands, LLP
  
  23.1        Consent of Lynch, Brewer, Hoffman                           N/A
              & Sands, LLP (included in Exhibit 5)
  
  23.2        Consent of Arthur Andersen LLP                              Page 22
  
  24          Power of Attorney                                           Page 8
  
  
  
  
  
                                        -10-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PSYCHEMEDICS FORM S-8", "secsgml_size_bytes": 17419}]
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": "333-12403", "film-number": "96632774"}, "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.
  
                         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
                           1989 EMPLOYEE STOCK OPTION PLAN
                        1989 NON-QUALIFIED STOCK OPTION PLAN
                              (Full title of the plans)
  
                               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 plans: 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 offer-       registra-
    registered          registered(1)       per share(2)        ing price           tion fee
    ----------          -------------      --------------    ----------------       ---------
  Common Stock,
    $.005 par
      value               1,133,000            $7.00            $7,931,000          $2,734.83
  (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 September 18,
           1996.
  -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-KSB for the year ended
  December 31, 1995 (which incorporates by reference certain portions of the
  Company's Proxy Statement for the Company's 1996 Annual Meeting of Stockholders
  held on May 7, 1996);
  
           (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1996;
  
           (c) the Company's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1996;
  
           (d) all reports filed by the Company pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934 for periods since June 30, 1996;
  
           (e) 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
  
           (f) the Company's Registration Statements on Form S-8 (Registration
  Numbers 33-41787, 33-50712, and 33-66942).
  
           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.
  
                                         -3-
  4
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Lynch, Brewer, Hoffman & Sands, LLP, 101 Federal Street, 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.
  
  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.
  
                                         -4-
  5
  
  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 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.
  
                                         -5-
  6
  
           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.
  
                                         -6-
  7
  
                                     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 20th day of
  September, 1996.
  
                                           PSYCHEMEDICS CORPORATION
  
                                           By /s/ Raymond C. Kubacki, Jr.
                                              --------------------------------
                                              Raymond C. Kubacki, Jr., President
                                              and Chief Executive Officer
  
                                         -7-
  8
  
                                  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                September 20, 1996
  - -----------------------------            Executive Officer, 
  Raymond C. Kubacki, Jr.                  Director (principal
                                           executive officer) 
                               
  
  /s/ Bruce M. Stillwell                   Vice President and              September 20, 1996
  - -----------------------------            Treasurer (principal 
  Bruce M. Stillwell                       financial officer)   
                               
  
  /s/ Werner A. Baumgartner                Director                        September 20, 1996
  - -----------------------------
  Werner A. Baumgartner
  
  /s/ A. Clinton Allen                     Director                        September 20, 1996
  - -----------------------------
  A. Clinton Allen
  
  /s/ Donald F. Flynn                      Director                        September 20, 1996
  - -----------------------------
  Donald F. Flynn
  
  /s/ John J. Melk                         Director                        September 20, 1996
  - -----------------------------
  John J. Melk
  
  /s/ Fred J. Weinert                      Director                        September 20, 1996
  - -----------------------------
  Fred J. Weinert
  -8-
  9
  
                                    EXHIBIT INDEX
  
  Exhibit                                                            Sequentially
  Number            Description                                      Numbered Page
  - ------            -----------                                      -------------
  
  4.1         Certificate of Incorporation of the                         N/A
              Company, as amended on October 29,
              1986 [incorporated herein by
              reference to the Company's Registration
              Statement on Form S-18 (File No. 33-
              10186 LA)]
  
  4.2         Certificate of Amendment to Certificate of                  N/A
              Incorporation of the Company [incorporated
              herein by reference to the Company's Annual
              Report on Form 10-K for the fiscal year ended
              June 30, 1989  (File No. 0-15999)]
  
  4.3         Certificate of Amendment to Certificate of                  N/A
              Incorporation of the Company [incorporated
              herein by reference to the Company's
              Registration Statement on Form S-8  (File No. 33-
              41787)]
  
  4.4         By-laws of the Company [incorporated                        N/A
              herein by reference to the Company's
              Registration Statement on Form S-18
              (File No. 33-10186 LA)]
  
  4.5         Specimen Stock Certificate [incorporated                    N/A
              by reference to the Company's
              Registration Statement on Form S-l8
              (File No. 33-10186 LA)].
  
  4.6         1989 Employee Stock Option Plan, as                         N/A
              amended. (incorporated by reference
              to the Company's 1996 Proxy Statement)
  
  4.7         Form of Incentive Stock Option Agreement                    Page 11
              under the 1989 Employee Stock Option Plan
  
                                         -9-
  10
  
  4.8         1989 Non-Qualified Stock Option Plan, as                    N/A
              amended (incorporated by reference
              to the Company's 1996 Proxy Statement)
  
  4.9         Form of Annual Option under the 1989 Non-                   Page 16
              Non-Qualified Stock Option Plan
  
  5           Opinion of Lynch, Brewer, Hoffman &                         Page 21
                       Sands, LLP
  
  23.1        Consent of Lynch, Brewer, Hoffman                           N/A
              & Sands, LLP (included in Exhibit 5)
  
  23.2        Consent of Arthur Andersen LLP                              Page 22
  
  24          Power of Attorney                                           Page 8
  
                                        -10-