<PAGE>   1

As filed with the Securities and Exchange Commission on June 25, 2001
                                                 Registration No. 333-
                                                                      ----------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------


                                  SPECTRX, INC.
               (Exact name of issuer as specified in its charter)

               Delaware                              58-2029543
    (State or other jurisdiction of     (I.R.S. Employee Identification No.)
    incorporation or organization)

          5025 A Unity Drive
           Norcross, Georgia
    (Address of principal executive                    30071
               offices)                              (Zip Code)



                                   -----------


                                 1995 STOCK PLAN
                            (Full title of the plan)

                                   -----------

                              Thomas H. Muller, Jr.
                                6025A Unity Drive
                             Norcross, Georgia 30071
                     (Name and address of agent for service)

                                 (770) 242-8723
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                               3500 SunTrust Plaza
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-3242

                                   -----------

<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                       Proposed maximum     Proposed maximum
     Title of securities            Amount to be        offering price         aggregate             Amount of
       to be registered              registered          per share(1)      offering price(1)    registration fee(3)
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                     <C>                    <C>
Common Stock, $.001 par value    207,769 shares (2)         $10.21             $2,121,322             $  531
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value    292,231 shares (2)         $ 8.50             $2,483,964             $  621
--------------------------------------------------------------------------------------------------------------------
            TOTAL                500,000 shares (2)                                                   $1,152
====================================================================================================================
</TABLE>

         (1) Estimated solely for the purpose of computing the registration fee.
This amount was determined in accordance with Rules 457(h), under the Securities
Act of 1933. With respect to 207,769 of the shares to be registered, which are
subject to outstanding options, the offering price is based on the weighted
average exercise price of those options, and with respect to the remaining
292,231 shares, the offering is based on $8.50, the average of the high and low
prices on the Nasdaq National Market on June 22, 2001, a date within 5 business
days prior to the filing of this registration statement.

         (2) In addition to the shares set forth in the table, the amount to be
registered includes an indeterminate number of shares issuable upon adjustment
due to stock splits, stock dividends and anti-dilution provisions, and other
adjustment provisions as provided in the 1995 Stock Plan.

         (3) The registration fee is calculated by multiplying the product of
the proposed maximum offering price per share and the number of shares to be
registered by .000250.

================================================================================


<PAGE>   2


                                EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.



<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by SpectRx, Inc. (the "Company") (File
No. 0-22179) with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:

         (a)      The Annual Report of the Company on Form 10-K for the year
                  ended December 31, 2000, filed on April 2, 2001;

         (b)      All other reports filed with the Commission pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended, since December 31, 2000; and

         (c)      The description of the common stock in the Company's
                  registration statement on Form 8-A filed pursuant to Section
                  12 of the Securities Exchange Act of 1934 on June 11, 1997,
                  including the information incorporated by reference into that
                  registration statement from the registration statement on Form
                  S-1, as amended, filed February 27, 1997.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be made a part
hereof from the respective dates of filing such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that is also incorporated or deemed to be
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the prospectus or the registration
statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers to the
Company or its stockholders for monetary damages arising from a breach of their
fiduciary duties to the fullest extent permitted by Delaware law and that
authorize the Company to indemnify its directors and officers to the fullest
extent permitted by Delaware law. Such limitation of liability does not affect
the availability of equitable remedies such as injunctive relief or rescission.

         The Company's Bylaws provide that the Company shall indemnify its
directors and officers, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Company has entered into indemnification agreements to such effect with its
officers and directors containing provisions which are in some respects broader
than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
certain liabilities that may arise by reason of their status

<PAGE>   4

or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>
         Exhibit
         Number            Description
         ------            -----------
         <S>               <C>

          4.1              1995 Stock Plan (filed on February 22, 1997 as
                           Exhibit 10.2 to the Company's registration statement
                           on Form S-1 (file no. 333-22429) and incorporated
                           herein by reference)

          *5               Opinion of Jones, Day, Reavis & Pogue

          23.1             Consent of Jones, Day, Reavis & Pogue (included in
                           Exhibit 5)

          *23.2            Consent of Arthur Andersen LLP

          24               Power of Attorney (included in the signature page of
                           this registration statement)
</TABLE>

--------------------
* filed herewith



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 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;

         (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; and

         (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 or 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 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; and

<PAGE>   5

(c)      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 Securities Act of 1933 and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the payment by the 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 of 1933 and will be governed
         by the final adjudication of such issue.



<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 the City of Norcross, State of Georgia, on the 22nd day of June,
2001.


                                   SPECTRX, INC.



                                   By: /s/ THOMAS H. MULLER, JR.
                                      ---------------------------------------
                                           Thomas H. Muller, Jr.
                                           Executive Vice President and Chief
                                           Financial Officer


         Each person whose signature appears below hereby constitutes and
appoints Mark A. Samuels and Thomas H. Muller, Jr., and either of them, as his
or her true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement on Form S-8
and to cause the same to be filed, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
granting to said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:



<TABLE>
<CAPTION>
           Signature                             Title                                    Date
           ---------                             -----                                    ----

<S>                               <C>                                               <C>
                                  Chairman, Chief Executive Officer and Director
  /s/ MARK A. SAMUELS             (Principal Executive Officer)                     June 22, 2001
---------------------------
Mark A. Samuels

                                  Executive Vice President and Chief Financial
  /s/ THOMAS H. MULLER, JR.       Officer (Principal Financial and Accounting       June 22, 2001
----------------------------      Officer)
Thomas H. Muller, Jr.


  /s/ KEITH D. IGNOTZ             President, Chief Operating Officer and Director   June 22, 2001
----------------------------
Keith D. Ignotz


  /s/ CHARLES G. HADLEY           Director                                          June 22, 2001
----------------------------
Charles G. Hadley


  /s/ EARL R. LEWIS               Director                                          June 22, 2001
----------------------------
Earl R. Lewis


/s/ WILLIAM E. ZACHARY            Director                                          June 22, 2001
----------------------------
William E. Zachary


/s/ CHRIS MONAHAN                 Director                                          June 22, 2001
----------------------------
Chris Monahan
</TABLE>






<PAGE>   7


                                  EXHIBIT INDEX




<TABLE>
<CAPTION>
Exhibit
Number                               Description
------                               -----------
<S>      <C>
  4.1    1995 Stock Plan (filed on February 22, 1997 as Exhibit 10.2 to the
         Company's registration statement on Form S-1 (file no. 333-22429) and
         incorporated herein by reference)

* 5      Opinion of Jones, Day, Reavis & Pogue

  23.1   Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

* 23.2   Consent of Arthur Andersen LLP

  24     Power of Attorney (included in the signature page of this registration
         statement)
</TABLE>

--------------------
* filed herewith
[{"type": "S-8", "sequence": "1", "filename": "g70177s-8.txt", "description": "SPECTRX, INC.", "secsgml_size_bytes": 17560}]
{"company-data": {"conformed-name": "SPECTRX INC", "cik": "0000924515", "assigned-sic": "3845", "irs-number": "582029543", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63758", "film-number": "1666614"}, "business-address": {"street1": "6025 A UNITY DRIVE", "city": "NORCROSS", "state": "GA", "zip": "30071", "phone": "7702428723"}, "mail-address": {"street1": "6025 A UNITY DRIVE", "city": "NORCROSS", "state": "GA", "zip": "30071"}}
1

As filed with the Securities and Exchange Commission on June 25, 2001
                                                 Registration No. 333-
                                                                      ----------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

                                  SPECTRX, INC.
               (Exact name of issuer as specified in its charter)

               Delaware                              58-2029543
    (State or other jurisdiction of     (I.R.S. Employee Identification No.)
    incorporation or organization)

          5025 A Unity Drive
           Norcross, Georgia
    (Address of principal executive                    30071
               offices)                              (Zip Code)

                                   -----------

                                 1995 STOCK PLAN
                            (Full title of the plan)

                                   -----------

                              Thomas H. Muller, Jr.
                                6025A Unity Drive
                             Norcross, Georgia 30071
                     (Name and address of agent for service)

                                 (770) 242-8723
          (Telephone number, including area code, of agent for service)

                                 With a copy to:
                              Lisa A. Stater, Esq.
                           Jones, Day, Reavis & Pogue
                               3500 SunTrust Plaza
                           303 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-3242

                                   -----------
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                       Proposed maximum     Proposed maximum
     Title of securities            Amount to be        offering price         aggregate             Amount of
       to be registered              registered          per share(1)      offering price(1)    registration fee(3)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value    207,769 shares (2)         $10.21             $2,121,322             $  531
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value    292,231 shares (2)         $ 8.50             $2,483,964             $  621
--------------------------------------------------------------------------------------------------------------------
            TOTAL                500,000 shares (2)                                                   $1,152
====================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee.
This amount was determined in accordance with Rules 457(h), under the Securities
Act of 1933. With respect to 207,769 of the shares to be registered, which are
subject to outstanding options, the offering price is based on the weighted
average exercise price of those options, and with respect to the remaining
292,231 shares, the offering is based on $8.50, the average of the high and low
prices on the Nasdaq National Market on June 22, 2001, a date within 5 business
days prior to the filing of this registration statement.

         (2) In addition to the shares set forth in the table, the amount to be
registered includes an indeterminate number of shares issuable upon adjustment
due to stock splits, stock dividends and anti-dilution provisions, and other
adjustment provisions as provided in the 1995 Stock Plan.

         (3) The registration fee is calculated by multiplying the product of
the proposed maximum offering price per share and the number of shares to be
registered by .000250.

================================================================================
2

                                EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by SpectRx, Inc. (the "Company") (File
No. 0-22179) with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:

         (a)      The Annual Report of the Company on Form 10-K for the year
                  ended December 31, 2000, filed on April 2, 2001;

         (b)      All other reports filed with the Commission pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as amended, since December 31, 2000; and

         (c)      The description of the common stock in the Company's
                  registration statement on Form 8-A filed pursuant to Section
                  12 of the Securities Exchange Act of 1934 on June 11, 1997,
                  including the information incorporated by reference into that
                  registration statement from the registration statement on Form
                  S-1, as amended, filed February 27, 1997.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be made a part
hereof from the respective dates of filing such documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that is also incorporated or deemed to be
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the prospectus or the registration
statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers to the
Company or its stockholders for monetary damages arising from a breach of their
fiduciary duties to the fullest extent permitted by Delaware law and that
authorize the Company to indemnify its directors and officers to the fullest
extent permitted by Delaware law. Such limitation of liability does not affect
the availability of equitable remedies such as injunctive relief or rescission.

         The Company's Bylaws provide that the Company shall indemnify its
directors and officers, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Company has entered into indemnification agreements to such effect with its
officers and directors containing provisions which are in some respects broader
than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
certain liabilities that may arise by reason of their status
4

or service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit
         Number            Description
         ------            -----------
4.1              1995 Stock Plan (filed on February 22, 1997 as
                           Exhibit 10.2 to the Company's registration statement
                           on Form S-1 (file no. 333-22429) and incorporated
                           herein by reference)

          *5               Opinion of Jones, Day, Reavis & Pogue

          23.1             Consent of Jones, Day, Reavis & Pogue (included in
                           Exhibit 5)

          *23.2            Consent of Arthur Andersen LLP

          24               Power of Attorney (included in the signature page of
                           this registration statement)
--------------------
* filed herewith

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 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;

         (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; and

         (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 or 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 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; and
5

(c)      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 Securities Act of 1933 and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such liabilities (other than the payment by the 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 of 1933 and will be governed
         by the final adjudication of such issue.
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 the City of Norcross, State of Georgia, on the 22nd day of June,
2001.

                                   SPECTRX, INC.

                                   By: /s/ THOMAS H. MULLER, JR.
                                      ---------------------------------------
                                           Thomas H. Muller, Jr.
                                           Executive Vice President and Chief
                                           Financial Officer

         Each person whose signature appears below hereby constitutes and
appoints Mark A. Samuels and Thomas H. Muller, Jr., and either of them, as his
or her true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement on Form S-8
and to cause the same to be filed, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
granting to said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                             Title                                    Date
           ---------                             -----                                    ----
Chairman, Chief Executive Officer and Director
  /s/ MARK A. SAMUELS             (Principal Executive Officer)                     June 22, 2001
---------------------------
Mark A. Samuels

                                  Executive Vice President and Chief Financial
  /s/ THOMAS H. MULLER, JR.       Officer (Principal Financial and Accounting       June 22, 2001
----------------------------      Officer)
Thomas H. Muller, Jr.

  /s/ KEITH D. IGNOTZ             President, Chief Operating Officer and Director   June 22, 2001
----------------------------
Keith D. Ignotz

  /s/ CHARLES G. HADLEY           Director                                          June 22, 2001
----------------------------
Charles G. Hadley

  /s/ EARL R. LEWIS               Director                                          June 22, 2001
----------------------------
Earl R. Lewis

/s/ WILLIAM E. ZACHARY            Director                                          June 22, 2001
----------------------------
William E. Zachary

/s/ CHRIS MONAHAN                 Director                                          June 22, 2001
----------------------------
Chris Monahan
7

                                  EXHIBIT INDEX
Exhibit
Number                               Description
------                               -----------
4.1    1995 Stock Plan (filed on February 22, 1997 as Exhibit 10.2 to the
         Company's registration statement on Form S-1 (file no. 333-22429) and
         incorporated herein by reference)

* 5      Opinion of Jones, Day, Reavis & Pogue

  23.1   Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

* 23.2   Consent of Arthur Andersen LLP

  24     Power of Attorney (included in the signature page of this registration
         statement)
--------------------
* filed herewith