content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission April 7, 1997
                                                          Registration No. 33-
  
         ---------------------------------------------------------------
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
         ---------------------------------------------------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                                TST/Impreso, Inc.
         ---------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)
  
                                    Delaware
         ---------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)
  
                                   75-1517936
         ---------------------------------------------------------------
                      (I.R.S. Employer Identification No.)
  
                 652 Southwestern Boulevard, Coppell, TX  75019
         ---------------------------------------------------------------
               (Address of  Principal Executive Offices)(Zip Code)
  
                             1995 Stock Option Plan
         ---------------------------------------------------------------
                              (Full title of Plan)
  
                               Marshall Sorokwasz
                              652 Southwestern Blvd
                              Coppell, Texas 75019
         ---------------------------------------------------------------
                      (Name and Address of Agent for Service)
  
                                  (972) 462-0100
         ---------------------------------------------------------------
           (Telephone Number, Including Area Code, of Agent for Service)
  
                                      Copy to:
                               Paul E. Gelbard, Esq.
                        Bachner, Tally, Polevoy & Misher LLP
                                  380 Madison Ave.
                             New York, New York  10017
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  --------------------------------------------------------------------------------
                        Proposed       Proposed                              
                        Maximum        Maximum                               
                        Amount         Offering     Aggregate       Amount of   
  Title of Securities   to be          Price Per    Offering        Registration
  to be Registered      Registered     Share        Price           Fee         
  <S>                   <C>            <C>          <C>             <C>
  Common Stock,                                                        
  $.01 par value        400,000        $ 6.75       $ 2,700,000     $ 843.75    
  --------------------------------------------------------------------------------
  </TABLE>
  
  (1) Estimated in accordance with Rule 457(h) solely for the purpose of
  calculating the registration fee. The price shown is the average of the high
  and low price of the Common Stock as reported on Nasdaq National Market on
  April 3, 1997.
  
  <PAGE>   2
                                      PART 11
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.          Incorporation of Documents by Reference.
  
           The documents listed below are hereby incorporated by reference into
  this Registration Statement, and all documents subsequently filed by
  TST/Impreso, Inc. (the "Registrant"), 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 in this Registration Statement and to be a part
  hereof  from the date of filing such documents:
  
           (a)     The Registrant's Annual Report on Form 10-K for the fiscal
                   year ended August 31, 1996;
  
           (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended November 30, 1996;
  
           (c)     The Registrant's definitive Proxy Statement, dated December
                   13, 1996, as filed with the Securities and Exchange Commission
                   in connection with the Registrant's Annual Meeting of
                   Stockholders held January 28, 1997.
  
  Item 4.          Description of Securities.
  
                   No response to this item is required.
  
  Item 5.          Interests of Named Experts and Counsel.
  
                   No response to this item is required.
  
  Item 6.          Indemnification of Directors and Officers.
  
                   The Seventh and Ninth Paragraphs of the Registrant's
                   Certificate of Incorporation provide as follows:
  
  
  Seventh : The Corporation shall indemnify and advance expenses to the fullest
  extent permitted by Section 145 of the General Corporation Law of Delaware, as
  amended from time to time, each person who is or was a director or officer of
  the Corporation and the heirs, executors and administrators of such a person.
  
  
  Ninth : The personal liability of directors of the Corporation is hereby
  eliminated to the full extent permitted by Section 102(b)(7) of the General
  Corporation Law of the State of Delaware as the same may be amended and
  supplemented.
  <PAGE>   3
  Item 7.          Exemption From Registration Claimed.
  
                   No response to this Item is required.
  
  Item 8.          Exhibits.
  
                   3(a)     Certificate of Incorporation of the Company
                            (incorporated by reference to Exhibit 3.1 to
                            Registration Statement on Form S-1 No. 33-93814)
                   3(b)     By-laws of the Company (incorporated by reference to
                            Exhibit 3.2 to Registration Statement on Form S-1 
                            No. 33-93814)
                   4        Form of Underwriters' Warrant (incorporated by
                            reference to Exhibit 4.1 to Registration Statement 
                            on Form S-1 No. 33-93814)
                   5        Opinion of Bachner, Tally, Polevoy & Misher LLP, with
                            respect to the legality of the Common Stock to be 
                            registered hereunder
                   10(a)    1995 Stock Option Plan (incorporated by reference to
                            Exhibit 10.1 to Registration Statement on Form S-1 
                            No. 33-3814)
                   10(b)    Employment Agreement dated September 28,1995, between
                            the Company and Marshall Sorokwasz (incorporated by 
                            reference to Exhibit 10.2 to Registration Statement 
                            on Form S-1 No. 33-93814)
                   21       Subsidiaries of the Registrant (incorporated by
                            reference to Exhibit 21.1 to Registration Statement 
                            on Form S-1 No. 33-93814)
                   23(a)    Consent of Arthur Andersen LLP
                   23(b)    Consent of Bachner, Tally, Polevoy & Misher LLP,
                            (contained in Exhibit 5)
  
  Item 9.  Undertakings.
  
                   (a)      The undersigned Registrant 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 (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;
  
                                    (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.
  <PAGE>   4
                            (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 offering.
  
                   (b)      The undersigned Registrant hereby undertakes that,
                   for purposes of determining any liability under the Securities
                   Act of 1933, each filing of the Registrant'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 theSecurities 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)      The undersigned Registrant hereby undertakes to
                   deliver or cause to be delivered with the prospectus, to each
                   person to whom the prospectus is sent or given, the latest
                   annual report to security holders that is incorporated by
                   reference in the prospectus and furnished pursuant to and
                   meeting the requirements of Rule 14a-3 or 14c-3 under the
                   Securities Exchange Act of 1934; and, where interim financial
                   information required to be presented by Article 3 of
                   Regulation S-X are not set forth in the prospectus, to
                   deliver, or cause to be delivered to each person to whom the
                   prospectus is sent or given, the latest quarterly report that
                   is specifically incorporated by reference in the prospectus to
                   provide such interim financial information.
  
                   (d)      Insofar as indemnification for liabilities arising
                   under the Securities Act of 1933 may be permitted to
                   directors, officers and controlling persons of the Registrant
                   pursuant to the foregoing provisions, or otherwise, the
                   Registrant has been advised that, in the opinion of the
                   Securities  and Exchange Commission, such indemnification is
                   against public policy as expressed in the Act and is,
                   therefore, unenforceable.  In the event that a claim for
                   indemnification against such liabilities (other than the
                   payment by the Registrant of expenses incurred or paid by a
                   director, officer or controlling person of the Registrant in
                   the successful defense of any action, suit or proceeding) is
                   asserted by such director, officer or controlling person in
                   connection with the securities being registered, the
                   Registrant will, unless in the opinion of its counsel the
                   matter has been settled by controlling precedent, submit to a
                   court of appropriate jurisdiction the question whether such
                   indemnification by it is against public policy as expressed in
                   the Act and will be governed by the final adjudication of such
                   issue.
  <PAGE>   5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized  in the City of Coppell, State of Texas, on the 7th day of
  April, 1997.
  
  
  
  
                                                TST/Impreso, Inc.           
                                     ---------------------------------------
                                                  (Registrant)
                                  
                                     By:  /s/ Marshall D. Sorokwasz      
                                          ----------------------------------
                                          Marshall Sorokwasz, Chairman
                                          of the Board, President and Treasurer
  
  
           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 date indicated.
  
  
  
  
  /s/ Marshall D. Sorokwasz                                        April 7, 1997
  ----------------------------------------------
  Marshall D. Sorokwasz, Chairman
  of the Board, President and Treasurer
  (Principal Executive Officer)
  
  /s/ Susan M. Atkins                                              April 7, 1997
  ----------------------------------------------
  Susan M. Atkins, Vice President
  of  Finance, CFO
  (Principal Financial Officer)
  
  /s/ Richard D. Bloom                                             April 7, 1997
  ----------------------------------------------
  Richard D. Bloom, Vice President                                 
  of Operations, Director                                          
                                                                   
  /s/ Donald E. Jett                                               April 7, 1997
  ----------------------------------------------
  Donald E. Jett, Secretary, Director                              
                                                                   
  /s/ Robert F. Troisio                                            April 7, 1997
  ----------------------------------------------
  Robert F. Troisio, Director                                      
                                                                   
  /s/Bob L.. Minyard                                               April 7, 1997
  ----------------------------------------------
  Bob L. Minyard, Director                                         
                                                                   
  /s/Jay W. Ungerman                                               April 7, 1997
  ----------------------------------------------
  Jay W. Ungerman, Director
  
  
  <PAGE>   6
                                 INDEX TO EXHIBITS
                                 TST/IMPRESO, INC.
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT          DESCRIPTION OF
  NUMBER           EXHIBIT
  ------           --------------
  <S>              <C>
  3(a)             Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Registration
                   Statement on Form S-1 No. 33-93814)
  3(b)             By-laws of the Company (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1
                   No. 33-93814)
  4                Form of Underwriters' Warrant (incorporated by reference to Exhibit 4.1 to Registration Statement on
                   Form S-1 No. 33-93814)
  5                Opinion of Bachner, Tally, Polevoy & Misher LLP, with respect to the legality of the Common Stock to be
                   registered hereunder
  10(a)            1995 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1
                   No. 33-93814)
  10(b)            Employment Agreement dated September 28,1995, between the Company and Marshall Sorokwasz (incorporated
                   by reference to Exhibit 10.2 to Registration Statement on Form S-1 No. 33-93814)
  21               Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Registration Statement on
                   Form S-1 No. 33-93814)
  23(a)            Consent of Arthur Andersen LLP
  23(b)            Consent of Bachner, Tally, Polevoy & Misher LLP, (contained in Exhibit 5)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17448}]
metadata_filer: {"company-data": {"conformed-name": "TST/IMPRESO INC", "cik": "0000947219", "assigned-sic": "2761", "irs-number": "751517936", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24673", "film-number": "97575796"}, "business-address": {"street1": "652 SOUTHWESTERN BLVD", "city": "COPPELL", "state": "TX", "zip": "75019", "phone": "2144620100"}, "mail-address": {"street1": "PO BOX 506", "city": "COPPELL", "state": "TX", "zip": "75019"}}
text: 1
  
       As filed with the Securities and Exchange Commission April 7, 1997
                                                          Registration No. 33-
  
         ---------------------------------------------------------------
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
         ---------------------------------------------------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                                TST/Impreso, Inc.
         ---------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)
  
                                    Delaware
         ---------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)
  
                                   75-1517936
         ---------------------------------------------------------------
                      (I.R.S. Employer Identification No.)
  
                 652 Southwestern Boulevard, Coppell, TX  75019
         ---------------------------------------------------------------
               (Address of  Principal Executive Offices)(Zip Code)
  
                             1995 Stock Option Plan
         ---------------------------------------------------------------
                              (Full title of Plan)
  
                               Marshall Sorokwasz
                              652 Southwestern Blvd
                              Coppell, Texas 75019
         ---------------------------------------------------------------
                      (Name and Address of Agent for Service)
  
                                  (972) 462-0100
         ---------------------------------------------------------------
           (Telephone Number, Including Area Code, of Agent for Service)
  
                                      Copy to:
                               Paul E. Gelbard, Esq.
                        Bachner, Tally, Polevoy & Misher LLP
                                  380 Madison Ave.
                             New York, New York  10017
  
                          CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------
                        Proposed       Proposed                              
                        Maximum        Maximum                               
                        Amount         Offering     Aggregate       Amount of   
  Title of Securities   to be          Price Per    Offering        Registration
  to be Registered      Registered     Share        Price           Fee
  Common Stock,                                                        
  $.01 par value        400,000        $ 6.75       $ 2,700,000     $ 843.75    
  --------------------------------------------------------------------------------
  (1) Estimated in accordance with Rule 457(h) solely for the purpose of
  calculating the registration fee. The price shown is the average of the high
  and low price of the Common Stock as reported on Nasdaq National Market on
  April 3, 1997.
  2
                                      PART 11
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.          Incorporation of Documents by Reference.
  
           The documents listed below are hereby incorporated by reference into
  this Registration Statement, and all documents subsequently filed by
  TST/Impreso, Inc. (the "Registrant"), 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 in this Registration Statement and to be a part
  hereof  from the date of filing such documents:
  
           (a)     The Registrant's Annual Report on Form 10-K for the fiscal
                   year ended August 31, 1996;
  
           (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended November 30, 1996;
  
           (c)     The Registrant's definitive Proxy Statement, dated December
                   13, 1996, as filed with the Securities and Exchange Commission
                   in connection with the Registrant's Annual Meeting of
                   Stockholders held January 28, 1997.
  
  Item 4.          Description of Securities.
  
                   No response to this item is required.
  
  Item 5.          Interests of Named Experts and Counsel.
  
                   No response to this item is required.
  
  Item 6.          Indemnification of Directors and Officers.
  
                   The Seventh and Ninth Paragraphs of the Registrant's
                   Certificate of Incorporation provide as follows:
  
  Seventh : The Corporation shall indemnify and advance expenses to the fullest
  extent permitted by Section 145 of the General Corporation Law of Delaware, as
  amended from time to time, each person who is or was a director or officer of
  the Corporation and the heirs, executors and administrators of such a person.
  
  Ninth : The personal liability of directors of the Corporation is hereby
  eliminated to the full extent permitted by Section 102(b)(7) of the General
  Corporation Law of the State of Delaware as the same may be amended and
  supplemented.
  3
  Item 7.          Exemption From Registration Claimed.
  
                   No response to this Item is required.
  
  Item 8.          Exhibits.
  
                   3(a)     Certificate of Incorporation of the Company
                            (incorporated by reference to Exhibit 3.1 to
                            Registration Statement on Form S-1 No. 33-93814)
                   3(b)     By-laws of the Company (incorporated by reference to
                            Exhibit 3.2 to Registration Statement on Form S-1 
                            No. 33-93814)
                   4        Form of Underwriters' Warrant (incorporated by
                            reference to Exhibit 4.1 to Registration Statement 
                            on Form S-1 No. 33-93814)
                   5        Opinion of Bachner, Tally, Polevoy & Misher LLP, with
                            respect to the legality of the Common Stock to be 
                            registered hereunder
                   10(a)    1995 Stock Option Plan (incorporated by reference to
                            Exhibit 10.1 to Registration Statement on Form S-1 
                            No. 33-3814)
                   10(b)    Employment Agreement dated September 28,1995, between
                            the Company and Marshall Sorokwasz (incorporated by 
                            reference to Exhibit 10.2 to Registration Statement 
                            on Form S-1 No. 33-93814)
                   21       Subsidiaries of the Registrant (incorporated by
                            reference to Exhibit 21.1 to Registration Statement 
                            on Form S-1 No. 33-93814)
                   23(a)    Consent of Arthur Andersen LLP
                   23(b)    Consent of Bachner, Tally, Polevoy & Misher LLP,
                            (contained in Exhibit 5)
  
  Item 9.  Undertakings.
  
                   (a)      The undersigned Registrant 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 (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;
  
                                    (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.
  4
                            (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 offering.
  
                   (b)      The undersigned Registrant hereby undertakes that,
                   for purposes of determining any liability under the Securities
                   Act of 1933, each filing of the Registrant'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 theSecurities 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)      The undersigned Registrant hereby undertakes to
                   deliver or cause to be delivered with the prospectus, to each
                   person to whom the prospectus is sent or given, the latest
                   annual report to security holders that is incorporated by
                   reference in the prospectus and furnished pursuant to and
                   meeting the requirements of Rule 14a-3 or 14c-3 under the
                   Securities Exchange Act of 1934; and, where interim financial
                   information required to be presented by Article 3 of
                   Regulation S-X are not set forth in the prospectus, to
                   deliver, or cause to be delivered to each person to whom the
                   prospectus is sent or given, the latest quarterly report that
                   is specifically incorporated by reference in the prospectus to
                   provide such interim financial information.
  
                   (d)      Insofar as indemnification for liabilities arising
                   under the Securities Act of 1933 may be permitted to
                   directors, officers and controlling persons of the Registrant
                   pursuant to the foregoing provisions, or otherwise, the
                   Registrant has been advised that, in the opinion of the
                   Securities  and Exchange Commission, such indemnification is
                   against public policy as expressed in the Act and is,
                   therefore, unenforceable.  In the event that a claim for
                   indemnification against such liabilities (other than the
                   payment by the Registrant of expenses incurred or paid by a
                   director, officer or controlling person of the Registrant in
                   the successful defense of any action, suit or proceeding) is
                   asserted by such director, officer or controlling person in
                   connection with the securities being registered, the
                   Registrant will, unless in the opinion of its counsel the
                   matter has been settled by controlling precedent, submit to a
                   court of appropriate jurisdiction the question whether such
                   indemnification by it is against public policy as expressed in
                   the Act and will be governed by the final adjudication of such
                   issue.
  5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized  in the City of Coppell, State of Texas, on the 7th day of
  April, 1997.
  
                                                TST/Impreso, Inc.           
                                     ---------------------------------------
                                                  (Registrant)
                                  
                                     By:  /s/ Marshall D. Sorokwasz      
                                          ----------------------------------
                                          Marshall Sorokwasz, Chairman
                                          of the Board, President and Treasurer
  
           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 date indicated.
  
  /s/ Marshall D. Sorokwasz                                        April 7, 1997
  ----------------------------------------------
  Marshall D. Sorokwasz, Chairman
  of the Board, President and Treasurer
  (Principal Executive Officer)
  
  /s/ Susan M. Atkins                                              April 7, 1997
  ----------------------------------------------
  Susan M. Atkins, Vice President
  of  Finance, CFO
  (Principal Financial Officer)
  
  /s/ Richard D. Bloom                                             April 7, 1997
  ----------------------------------------------
  Richard D. Bloom, Vice President                                 
  of Operations, Director                                          
                                                                   
  /s/ Donald E. Jett                                               April 7, 1997
  ----------------------------------------------
  Donald E. Jett, Secretary, Director                              
                                                                   
  /s/ Robert F. Troisio                                            April 7, 1997
  ----------------------------------------------
  Robert F. Troisio, Director                                      
                                                                   
  /s/Bob L.. Minyard                                               April 7, 1997
  ----------------------------------------------
  Bob L. Minyard, Director                                         
                                                                   
  /s/Jay W. Ungerman                                               April 7, 1997
  ----------------------------------------------
  Jay W. Ungerman, Director
  6
                                 INDEX TO EXHIBITS
                                 TST/IMPRESO, INC.
  EXHIBIT          DESCRIPTION OF
  NUMBER           EXHIBIT
  ------           --------------
  3(a)             Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Registration
                   Statement on Form S-1 No. 33-93814)
  3(b)             By-laws of the Company (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1
                   No. 33-93814)
  4                Form of Underwriters' Warrant (incorporated by reference to Exhibit 4.1 to Registration Statement on
                   Form S-1 No. 33-93814)
  5                Opinion of Bachner, Tally, Polevoy & Misher LLP, with respect to the legality of the Common Stock to be
                   registered hereunder
  10(a)            1995 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1
                   No. 33-93814)
  10(b)            Employment Agreement dated September 28,1995, between the Company and Marshall Sorokwasz (incorporated
                   by reference to Exhibit 10.2 to Registration Statement on Form S-1 No. 33-93814)
  21               Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Registration Statement on
                   Form S-1 No. 33-93814)
  23(a)            Consent of Arthur Andersen LLP
  23(b)            Consent of Bachner, Tally, Polevoy & Misher LLP, (contained in Exhibit 5)