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 EQUITY INCENTIVE 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,    350,000        $11.125(1)      $3,893,750(1)    $1,180.00
   $.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).
  
  <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 September 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": 15140}]
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": "333-14409", "film-number": "96645215"}, "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 EQUITY INCENTIVE 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,    350,000        $11.125(1)      $3,893,750(1)    $1,180.00
   $.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 September 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 -