<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             CYBERGUARD CORPORATION
             (Exact name of registrant as specified in its charter)

           FLORIDA                                        65-0510339
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                         2000 WEST COMMERCIAL BOULEVARD
                                    SUITE 200
                         FORT LAUDERDALE, FLORIDA 33309
                                 (954) 958-3900
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                             CYBERGUARD CORPORATION
             SECOND AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                  Michael Matte
                           Chief Financial Officer and
                            Vice President of Finance
                             CyberGuard Corporation
                    2000 West Commercial Boulevard, Suite 200
                         Fort Lauderdale, Florida 33309
                                 (954) 958-3900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
============================= ==================== =================== =================== ===================
                                                    PROPOSED MAXIMUM    PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE         AMOUNT TO       OFFERING PRICE PER      AGGREGATE           AMOUNT OF
         REGISTERED             BE REGISTERED(1)        SHARE(2)         OFFERING PRICE     REGISTRATION FEE
----------------------------- -------------------- ------------------- ------------------- -------------------
<S>                           <C>                  <C>                 <C>                 <C>
Common Stock,
     $.01 par value                2,500,000             $1.475              $3,687,500         $921.87
============================= ==================== =================== =================== ===================
</TABLE>

(1)    The Common Stock being registered relates to stock option grants to be
       undertaken in the future pursuant to the terms of the Second Amended and
       Restated Employee Stock Option Plan, with option exercise prices to be
       determined. This Registration Statement also covers any additional shares
       that may hereafter become exercisable as a result of the adjustment
       provisions in the Plan or the agreements pursuant to which such shares
       are issued.

(2)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h) on the basis of the average of the high and low
       price of the Common Stock of CyberGuard Corporation on November 14, 2001,
       as quoted on the Pink Sheets.

<PAGE>

                        REGISTRATION OF ADDITIONAL SHARES

         CyberGuard Corporation, a Florida corporation (the "Registrant"), is
filing this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "SEC") to register 2,500,000 additional shares of Common Stock
for issuance and sale under the CyberGuard Corporation Second Amended and
Restated Employee Stock Option Plan (the "Plan") pursuant to General Instruction
E. Registration of Additional Securities of Form S-8. The contents of the
original Registration Statement on Form S-8 filed in connection with the Plan
(Registration No. 333-87347) and a subsequently filed Registration Statement on
Form S-8 to register additional shares under the Plan (Registration No.
333-56768) are incorporated herein by reference.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001, filed with the SEC on September 28, 2001.

         (2) The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended June 30, 2001, filed with the SEC on October 4, 2001.

         (3) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2001, filed with the SEC on November 14, 2001.

         (4) The Registrant's Description of Common Stock on Form 10, effective
September 1994 (File No. 0-24544)(including all amendments and reports updating
such description).

         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 securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 8. EXHIBITS

    4.1       Articles of Incorporation, as amended, of the Registrant
              (incorporated by reference to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 1996).

    4.2       Articles of Amendment to the Articles of Incorporation
              (incorporated by reference to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 2000, filed on
              September 28, 2000).

    4.3       Restated By-laws of the Registrant (incorporated by reference to
              the Registrant's Quarterly Report on Form 10-Q for the fiscal
              quarter ended September 30, 1999, filed on November 12, 1999).

    4.4       Form of Common Stock Certificate (incorporated by reference to the
              Company's Registration Statement on Form S-3 dated May 23, 1996
              (File No. 333-04407)).

                                       2
<PAGE>

    4.5       Form of Stockholder Rights Plan (incorporated by reference to
              Post-Effective Amendment No. 1 to the Registrant's Registration
              Statement on Form 10, filed with the SEC on September 29, 1994
              (File No. 0-24544)).

    4.6       Form of Share Holding Agreement between Concurrent Computer
              Corporation and the Registrant (incorporated by reference to the
              Registrant's Registration Statement on Form S-3 dated May 23, 1996
              (File No. 333-04407)).

    4.7       Second Amended and Restated Employee Stock Option Plan dated
              September 4, 1998, as amended through October 16, 2001.

      5       Opinion of Holland & Knight LLP.

   23.1       Consent of Holland & Knight LLP (included as part of Exhibit 5
              above).

   23.2       Consent of Grant Thornton LLP

   23.3       Consent of PricewaterhouseCoopers LLP.

     24       Powers of Attorney (included as part of the Signature Page of this
              Registration Statement).

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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant 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, 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
<PAGE>

         (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, 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 the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities 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 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 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 Securities
Act and will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                   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 Fort Lauderdale, State of Florida, on the 21st day of
November, 2001.

                                        CYBERGUARD CORPORATION

                                        /s/  Scott J. Hammack
                                        ----------------------------------------
                                        By: Scott J. Hammack
                                            Chief Executive Officer and Chairman
                                            of the Board of Directors

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott J. Hammack and Michael Matte, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agent or
either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on November 21, 2001 by the following persons in the
capacities indicated below.
<TABLE>
<CAPTION>

                        SIGNATURE                                                    TITLE
                        ---------                                                    -----
<S>                                                          <C>
                                                             Chief Executive Officer and Chairman of the Board of
/s/ Scott J. Hammack                                                               Directors
-------------------------------------------------------                  (Principal Executive Officer)
Scott J. Hammack


/s/ Michael Matte                                                 Chief Financial Officer and Vice President
-------------------------------------------------------                           Of Finance
Michael Matte                                                            (Principal Financial Officer)

/s/ David L. Manning
-------------------------------------------------------
David L. Manning                                                                   Director

/s/ Richard L. Scott
-------------------------------------------------------
Richard L. Scott                                                                   Director

/s/ William G. Scott
-------------------------------------------------------
William G. Scott                                                                   Director

/s/ John V. Tiberi, Jr.
-------------------------------------------------------
John V. Tiberi, Jr.                                                                Director

/s/ David T. Vandewater
-------------------------------------------------------
David T. Vandewater                                                                Director
</TABLE>

                                       5
<PAGE>

                                  EXHIBIT INDEX

 Exhibit
 Number      Exhibit Description
 -------     -------------------

    4.7       Second Amended and Restated Employee Stock Option Plan dated
              September 4, 1998, as amended through October 16, 2001.

    5         Opinion of Holland & Knight LLP

   23.1       Consent of Holland & Knight LLP (included as part of Exhibit 5
              above).

   23.2       Consent of Grant Thornton LLP

   23.3       Consent of PricewaterhouseCoopers LLP

   24         Powers of Attorney (included as part of the Signature Page of this
              Registration Statement).


                                       6
[{"type": "S-8", "sequence": "1", "filename": "g72969s-8.txt", "description": "CYBERGUARD CORPORATION FORM S-8", "secsgml_size_bytes": 16379}]
{"company-data": {"conformed-name": "CYBERGUARD CORP", "cik": "0000927133", "assigned-sic": "3571", "irs-number": "650510339", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73852", "film-number": "1797889"}, "business-address": {"street1": "2000 WEST COMMERCIAL BLVD", "street2": "SUITE 200", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "9549583900"}, "mail-address": {"street1": "2000 WEST COMMERCIAL BLVD", "street2": "2000 WEST COMMERCIAL BLVD, SUITE 200", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309"}, "former-company": {"former-conformed-name": "HARRIS COMPUTER SYSTEMS CORP", "date-changed": "19940720"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             CYBERGUARD CORPORATION
             (Exact name of registrant as specified in its charter)

           FLORIDA                                        65-0510339
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                         2000 WEST COMMERCIAL BOULEVARD
                                    SUITE 200
                         FORT LAUDERDALE, FLORIDA 33309
                                 (954) 958-3900
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                             CYBERGUARD CORPORATION
             SECOND AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                  Michael Matte
                           Chief Financial Officer and
                            Vice President of Finance
                             CyberGuard Corporation
                    2000 West Commercial Boulevard, Suite 200
                         Fort Lauderdale, Florida 33309
                                 (954) 958-3900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================= ==================== =================== =================== ===================
                                                    PROPOSED MAXIMUM    PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE         AMOUNT TO       OFFERING PRICE PER      AGGREGATE           AMOUNT OF
         REGISTERED             BE REGISTERED(1)        SHARE(2)         OFFERING PRICE     REGISTRATION FEE
----------------------------- -------------------- ------------------- ------------------- -------------------
Common Stock,
     $.01 par value                2,500,000             $1.475              $3,687,500         $921.87
============================= ==================== =================== =================== ===================
(1)    The Common Stock being registered relates to stock option grants to be
       undertaken in the future pursuant to the terms of the Second Amended and
       Restated Employee Stock Option Plan, with option exercise prices to be
       determined. This Registration Statement also covers any additional shares
       that may hereafter become exercisable as a result of the adjustment
       provisions in the Plan or the agreements pursuant to which such shares
       are issued.

(2)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(h) on the basis of the average of the high and low
       price of the Common Stock of CyberGuard Corporation on November 14, 2001,
       as quoted on the Pink Sheets.
REGISTRATION OF ADDITIONAL SHARES

         CyberGuard Corporation, a Florida corporation (the "Registrant"), is
filing this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "SEC") to register 2,500,000 additional shares of Common Stock
for issuance and sale under the CyberGuard Corporation Second Amended and
Restated Employee Stock Option Plan (the "Plan") pursuant to General Instruction
E. Registration of Additional Securities of Form S-8. The contents of the
original Registration Statement on Form S-8 filed in connection with the Plan
(Registration No. 333-87347) and a subsequently filed Registration Statement on
Form S-8 to register additional shares under the Plan (Registration No.
333-56768) are incorporated herein by reference.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the SEC pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001, filed with the SEC on September 28, 2001.

         (2) The Registrant's Annual Report on Form 10-K/A for the fiscal year
ended June 30, 2001, filed with the SEC on October 4, 2001.

         (3) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2001, filed with the SEC on November 14, 2001.

         (4) The Registrant's Description of Common Stock on Form 10, effective
September 1994 (File No. 0-24544)(including all amendments and reports updating
such description).

         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 securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 8. EXHIBITS

    4.1       Articles of Incorporation, as amended, of the Registrant
              (incorporated by reference to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 1996).

    4.2       Articles of Amendment to the Articles of Incorporation
              (incorporated by reference to the Registrant's Annual Report on
              Form 10-K for the fiscal year ended June 30, 2000, filed on
              September 28, 2000).

    4.3       Restated By-laws of the Registrant (incorporated by reference to
              the Registrant's Quarterly Report on Form 10-Q for the fiscal
              quarter ended September 30, 1999, filed on November 12, 1999).

    4.4       Form of Common Stock Certificate (incorporated by reference to the
              Company's Registration Statement on Form S-3 dated May 23, 1996
              (File No. 333-04407)).

                                       2
4.5       Form of Stockholder Rights Plan (incorporated by reference to
              Post-Effective Amendment No. 1 to the Registrant's Registration
              Statement on Form 10, filed with the SEC on September 29, 1994
              (File No. 0-24544)).

    4.6       Form of Share Holding Agreement between Concurrent Computer
              Corporation and the Registrant (incorporated by reference to the
              Registrant's Registration Statement on Form S-3 dated May 23, 1996
              (File No. 333-04407)).

    4.7       Second Amended and Restated Employee Stock Option Plan dated
              September 4, 1998, as amended through October 16, 2001.

      5       Opinion of Holland & Knight LLP.

   23.1       Consent of Holland & Knight LLP (included as part of Exhibit 5
              above).

   23.2       Consent of Grant Thornton LLP

   23.3       Consent of PricewaterhouseCoopers LLP.

     24       Powers of Attorney (included as part of the Signature Page of this
              Registration Statement).

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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant 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, 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
(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, 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 the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities 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 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 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 Securities
Act and will be governed by the final adjudication of such issue.

                                       4
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 Fort Lauderdale, State of Florida, on the 21st day of
November, 2001.

                                        CYBERGUARD CORPORATION

                                        /s/  Scott J. Hammack
                                        ----------------------------------------
                                        By: Scott J. Hammack
                                            Chief Executive Officer and Chairman
                                            of the Board of Directors

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott J. Hammack and Michael Matte, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agent or
either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on November 21, 2001 by the following persons in the
capacities indicated below.
SIGNATURE                                                    TITLE
                        ---------                                                    -----
Chief Executive Officer and Chairman of the Board of
/s/ Scott J. Hammack                                                               Directors
-------------------------------------------------------                  (Principal Executive Officer)
Scott J. Hammack

/s/ Michael Matte                                                 Chief Financial Officer and Vice President
-------------------------------------------------------                           Of Finance
Michael Matte                                                            (Principal Financial Officer)

/s/ David L. Manning
-------------------------------------------------------
David L. Manning                                                                   Director

/s/ Richard L. Scott
-------------------------------------------------------
Richard L. Scott                                                                   Director

/s/ William G. Scott
-------------------------------------------------------
William G. Scott                                                                   Director

/s/ John V. Tiberi, Jr.
-------------------------------------------------------
John V. Tiberi, Jr.                                                                Director

/s/ David T. Vandewater
-------------------------------------------------------
David T. Vandewater                                                                Director
5
EXHIBIT INDEX

 Exhibit
 Number      Exhibit Description
 -------     -------------------

    4.7       Second Amended and Restated Employee Stock Option Plan dated
              September 4, 1998, as amended through October 16, 2001.

    5         Opinion of Holland & Knight LLP

   23.1       Consent of Holland & Knight LLP (included as part of Exhibit 5
              above).

   23.2       Consent of Grant Thornton LLP

   23.3       Consent of PricewaterhouseCoopers LLP

   24         Powers of Attorney (included as part of the Signature Page of this
              Registration Statement).

                                       6