<PAGE>

     As filed with the Securities and Exchange Commission on April __, 2000
                                                      Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                                 SPIGADORO, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                       Delaware                           13-3920210
--------------------------------------------------------------------------------
             (State or other jurisdiction              (I.R.S. employer
          of incorporation or organization)         identification number)

                 70 East 55th Street
                      24th Floor
                  New York, New York                        10022
--------------------------------------------------------------------------------
           (Address of Principal Executive                (Zip Code)
                       Offices)

                     Spigadoro, Inc. 1996 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                   Jacob Agam
                               70 East 55th Street
                                   24th Floor
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 754-4271
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert G. Minion, Esq.
                            Steven M. Skolnick, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                            ------------------------


<PAGE>


<TABLE>
<CAPTION>
                                     Calculation of Registration Fee
================================================================================================================================
                                                               Proposed                Proposed
       Title of Securities               Amount to be       Maximum Offering       Maximum Aggregate            Amount of
         to be Registered                 Registered       Price per Share (2)       Offering Price          Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                     <C>                          <C>
Common Stock, par value $.01 per           500,000            $2.1875                 $1,093,750                   $289
share
================================================================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers additional shares of common stock that may be
issuable pursuant to the anti-dilution provision of the 1996 Stock Option Plan.

(2) Estimated in accordance with Rule 457(h) solely for purpose of calculating
the registration fee. The price shown is the average of the high and low price
of the common stock on April 27, 2000 as reported on The American Stock
Exchange.




                                       -2-
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  The SEC allows us to "incorporate" into this Registration
Statement information we file with it in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this Registration Statement, and information we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below, except to the extent
information in those documents is different from the information contained in
this Registration Statement, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these shares:

                  (a) (1)  Our Annual Report on Form 10-K for the fiscal year
                           ended December 31, 1999 filed on March 30, 2000;

                      (2)  Our Annual Report on Form 10-K/A for the fiscal year
                           ended December 31, 1999 filed on April 27, 2000;

                  (b)      Our report on Form 8-K as filed on April 25, 2000;

                  (c)      Our Registration Statement on Form 8-A declared
                           effective on January 13, 2000, registering the common
                           stock under the Exchange Act; and

                  (d)      All documents filed by us pursuant to Sections 13(a),
                           13(c), 14 or 15(d) of the Exchange Act subsequent to
                           the date of this prospectus and prior to the
                           termination of this offering, except the Compensation
                           Committee Report on Executive Compensation and the
                           performance graph included in the Proxy Statement
                           filed pursuant to Section 14 of the Exchange Act.

Item 6.  Indemnification of Directors and Officers

                  Our Certificate of Incorporation, as amended, and By-Laws, as
amended, provide that we shall indemnify any person to the full extent permitted
by the Delaware General Corporation Law (the "DGCL"). Section 145 of the GCL,
relating to indemnification, is hereby incorporated herein by reference.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or controlling persons of Spigadoro pursuant to our
Certificate of Incorporation and By-Laws and the DGCL, we have been informed
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.

                  Our Certificate of Incorporation also limits, to the fullest
extent permitted by Delaware law, a director's liability for monetary damages
for breach of fiduciary duty, including


                                      -3-
<PAGE>

gross negligence, except liability for (i) breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derives an improper personal benefit. Delaware law does not
eliminate a director's duty of care and this provision has no effect on the
availability of equitable remedies such as injunction or rescission based upon a
director's breach of the duty of care.

                  We have obtained and maintain a policy of insurance with a
face amount of $3,000,000 (subject to certain deductible provisions and
exclusions) covering our officers and directors and indemnifying them against
loss on account of claims made against them, including, but not limited to,
damages, judgments, costs and the costs of defense of such claims, arising from
breach of duty, neglect, error, negligent misrepresentations, omission or act,
or any claim arising solely by reason of status as an officer or director.

                  In addition, we entered into indemnification agreements with
our directors and officers to indemnify, and advance expenses, to the fullest
extent permitted by law. These agreements likewise do not eliminate a director's
duty of care nor effect the availability of equitable remedies based upon a
director's breach of the duty of care.

Item 8.  Exhibits

                  5.1      Opinion of Lowenstein Sandler PC with respect to the
                           legality of the Common Stock to be registered
                           hereunder

                  10.68    Spigadoro, Inc. 1999 Stock Option Plan (incorporated
                           by reference to our Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1999)

                  23.1     Consent of Deloitte & Touche LLP

                  23.2     Consent of Reconta Ernst & Young S.p.A.

                  23.3     Consent of Lowenstein Sandler PC (contained in
                           Exhibit 5.1)

                  24       Power of Attorney (included on page 7)

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;



                                      -4-
<PAGE>

                           (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;

                  (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 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 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 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-
<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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
28th day of April, 2000.

                                     SPIGADORO, INC.

                                     /s/ Jacob Agam
                                     ---------------------------------
                                     By: Jacob Agam
                                         Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Klaus
Grissemann and Jacob Agam or either of them, 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
or all amendments (including post-effective amendments) to this Registration
Statement and any related Registration Statement filed under Rule 462(b), and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, 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 or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.

Name                                Title                   Date
----                                -----                   ----

/s/ Jacob Agam
--------------------   Chairman of the Board and Chief         April 28, 2000
Jacob Agam             Executive Officer (principal
                       executive officer)

/s/ Carlo Petrini
--------------------   Co-Chairman of the Board                April 28, 2000
Carlo Petrini




                                      -6-
<PAGE>

/s/ Klaus Grissemann
--------------------   Chief Financial Officer and             April 28, 2000
Klaus Grissemann       Director (principal financial and
                       accounting officer)

/s/ Lucio De Luca
--------------------   Chief Operating Officer and Director    April 28, 2000
Lucio De Luca

/s/ Marc S. Goldfarb
--------------------   Director                                April 28, 2000
Marc S. Goldfarb

/s/ Robert Weiss
--------------------   Director                                April 28, 2000
Robert Weiss

/s/ Erich Weber
--------------------   Director                                April 28, 2000
Erich Weber



                                      -7-
<PAGE>



                                INDEX TO EXHIBITS


Exhibit No.       Description
-----------       -----------

5.1               Opinion of Lowenstein Sandler PC with respect to the legality
                  of the Common Stock to be registered hereunder.

10.68             Spigadoro, Inc. 1999 Stock Option Plan (incorporated by
                  reference to our Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1999)

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of Reconta Ernst & Young S.p.A.

23.3              Consent of Lowenstein Sandler PC (contained in Exhibit 5.1)

24                Power of Attorney (included on page 7)




                                      -8-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 18010}]
{"company-data": {"conformed-name": "SPIGADORO INC", "cik": "0001029443", "assigned-sic": "7371", "irs-number": "133920210", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35892", "film-number": "613485"}, "business-address": {"street1": "70 EAST 55TH STREET", "street2": "24TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "IAT MULTIMEDIA INC", "date-changed": "19961219"}}
As filed with the Securities and Exchange Commission on April __, 2000
                                                      Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                                 SPIGADORO, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                       Delaware                           13-3920210
--------------------------------------------------------------------------------
             (State or other jurisdiction              (I.R.S. employer
          of incorporation or organization)         identification number)

                 70 East 55th Street
                      24th Floor
                  New York, New York                        10022
--------------------------------------------------------------------------------
           (Address of Principal Executive                (Zip Code)
                       Offices)

                     Spigadoro, Inc. 1996 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                   Jacob Agam
                               70 East 55th Street
                                   24th Floor
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 754-4271
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert G. Minion, Esq.
                            Steven M. Skolnick, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                            ------------------------
Calculation of Registration Fee
================================================================================================================================
                                                               Proposed                Proposed
       Title of Securities               Amount to be       Maximum Offering       Maximum Aggregate            Amount of
         to be Registered                 Registered       Price per Share (2)       Offering Price          Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per           500,000            $2.1875                 $1,093,750                   $289
share
================================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers additional shares of common stock that may be
issuable pursuant to the anti-dilution provision of the 1996 Stock Option Plan.

(2) Estimated in accordance with Rule 457(h) solely for purpose of calculating
the registration fee. The price shown is the average of the high and low price
of the common stock on April 27, 2000 as reported on The American Stock
Exchange.

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                  The SEC allows us to "incorporate" into this Registration
Statement information we file with it in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this Registration Statement, and information we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below, except to the extent
information in those documents is different from the information contained in
this Registration Statement, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these shares:

                  (a) (1)  Our Annual Report on Form 10-K for the fiscal year
                           ended December 31, 1999 filed on March 30, 2000;

                      (2)  Our Annual Report on Form 10-K/A for the fiscal year
                           ended December 31, 1999 filed on April 27, 2000;

                  (b)      Our report on Form 8-K as filed on April 25, 2000;

                  (c)      Our Registration Statement on Form 8-A declared
                           effective on January 13, 2000, registering the common
                           stock under the Exchange Act; and

                  (d)      All documents filed by us pursuant to Sections 13(a),
                           13(c), 14 or 15(d) of the Exchange Act subsequent to
                           the date of this prospectus and prior to the
                           termination of this offering, except the Compensation
                           Committee Report on Executive Compensation and the
                           performance graph included in the Proxy Statement
                           filed pursuant to Section 14 of the Exchange Act.

Item 6.  Indemnification of Directors and Officers

                  Our Certificate of Incorporation, as amended, and By-Laws, as
amended, provide that we shall indemnify any person to the full extent permitted
by the Delaware General Corporation Law (the "DGCL"). Section 145 of the GCL,
relating to indemnification, is hereby incorporated herein by reference.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or controlling persons of Spigadoro pursuant to our
Certificate of Incorporation and By-Laws and the DGCL, we have been informed
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.

                  Our Certificate of Incorporation also limits, to the fullest
extent permitted by Delaware law, a director's liability for monetary damages
for breach of fiduciary duty, including

                                      -3-
gross negligence, except liability for (i) breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derives an improper personal benefit. Delaware law does not
eliminate a director's duty of care and this provision has no effect on the
availability of equitable remedies such as injunction or rescission based upon a
director's breach of the duty of care.

                  We have obtained and maintain a policy of insurance with a
face amount of $3,000,000 (subject to certain deductible provisions and
exclusions) covering our officers and directors and indemnifying them against
loss on account of claims made against them, including, but not limited to,
damages, judgments, costs and the costs of defense of such claims, arising from
breach of duty, neglect, error, negligent misrepresentations, omission or act,
or any claim arising solely by reason of status as an officer or director.

                  In addition, we entered into indemnification agreements with
our directors and officers to indemnify, and advance expenses, to the fullest
extent permitted by law. These agreements likewise do not eliminate a director's
duty of care nor effect the availability of equitable remedies based upon a
director's breach of the duty of care.

Item 8.  Exhibits

                  5.1      Opinion of Lowenstein Sandler PC with respect to the
                           legality of the Common Stock to be registered
                           hereunder

                  10.68    Spigadoro, Inc. 1999 Stock Option Plan (incorporated
                           by reference to our Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1999)

                  23.1     Consent of Deloitte & Touche LLP

                  23.2     Consent of Reconta Ernst & Young S.p.A.

                  23.3     Consent of Lowenstein Sandler PC (contained in
                           Exhibit 5.1)

                  24       Power of Attorney (included on page 7)

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;

                                      -4-
(ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement;

                           (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;

                  (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 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 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 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
28th day of April, 2000.

                                     SPIGADORO, INC.

                                     /s/ Jacob Agam
                                     ---------------------------------
                                     By: Jacob Agam
                                         Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Klaus
Grissemann and Jacob Agam or either of them, 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
or all amendments (including post-effective amendments) to this Registration
Statement and any related Registration Statement filed under Rule 462(b), and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, 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 or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.

Name                                Title                   Date
----                                -----                   ----

/s/ Jacob Agam
--------------------   Chairman of the Board and Chief         April 28, 2000
Jacob Agam             Executive Officer (principal
                       executive officer)

/s/ Carlo Petrini
--------------------   Co-Chairman of the Board                April 28, 2000
Carlo Petrini

                                      -6-
/s/ Klaus Grissemann
--------------------   Chief Financial Officer and             April 28, 2000
Klaus Grissemann       Director (principal financial and
                       accounting officer)

/s/ Lucio De Luca
--------------------   Chief Operating Officer and Director    April 28, 2000
Lucio De Luca

/s/ Marc S. Goldfarb
--------------------   Director                                April 28, 2000
Marc S. Goldfarb

/s/ Robert Weiss
--------------------   Director                                April 28, 2000
Robert Weiss

/s/ Erich Weber
--------------------   Director                                April 28, 2000
Erich Weber

                                      -7-
INDEX TO EXHIBITS

Exhibit No.       Description
-----------       -----------

5.1               Opinion of Lowenstein Sandler PC with respect to the legality
                  of the Common Stock to be registered hereunder.

10.68             Spigadoro, Inc. 1999 Stock Option Plan (incorporated by
                  reference to our Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1999)

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of Reconta Ernst & Young S.p.A.

23.3              Consent of Lowenstein Sandler PC (contained in Exhibit 5.1)

24                Power of Attorney (included on page 7)

                                      -8-