<PAGE>   1
     As filed with the Securities and Exchange Commission on April 19, 2000

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                        CEREUS TECHNOLOGY PARTNERS, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   13-3773537
   (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                               1000 Abernathy Road
                                   Suite 1000
                             Atlanta, Georgia 30328
          (Address, including zip code, of principal executive offices)

             CEREUS TECHNOLOGY PARTNERS, INC. 1997 STOCK OPTION PLAN
                            (Full title of the plan)

      Mr. Steven A. Odom                         Robert C. Hussle, Esq.
Cereus Technology Partners, Inc.                   Rogers & Hardin LLP
      1000 Abernathy Road                       2700 International Tower
        Suite 1000                             229 Peachtree Street, N.E.
Atlanta, Georgia 30328                           Atlanta, Georgia  30303
        (770) 668-0900                                (404) 522-4700

(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
                                                                                            Proposed Maximum
     Title of Securities to be            Amount to be            Proposed Maximum         Aggregate Offering         Amount of
            Registered                    Registered(2)       Offering Price Per Share           Price            Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                          <C>                    <C>
 Common Stock, par value $.01 per
             share (1)                      3,000,000                 $13.25 (3)            $39,750,000                $10,494.00
==================================================================================================================================
</TABLE>

(1)      Issuable pursuant to Cereus Technology Partners, Inc. 1997 Stock Option
         Plan, as amended (the "Plan").

(2)      This registration statement also relates to an indeterminate number of
         additional shares of Common Stock that may become issuable pursuant to
         anti-dilution and adjustment provisions of the Plan. In addition,
         pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan.

(3)      Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
         amended, and solely for the purpose of calculating the applicable
         registration fee, the proposed maximum offering price per share has
         been estimated at $13.25, which amount represents the average of the
         bid and asked prices of the Company's common stock on the OTC Bulletin
         Board on April 17, 2000.





<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by the Registrant or the Plan are
incorporated by reference in this Registration Statement:

         (i)      The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1999 (File Number, 000-30522);


         (ii)      The Registrant's Current Report on Form 8-K filed on January
19, 2000;

         (iii)     The Registrant's Amended Current Report on Form 8-K/A filed
on January 31, 2000;

         (iv)    The Registrant's Current Report on Form 8-K filed on February
17, 2000; and

         (v)   The Registrant's Registration Statement on Form 8-A filed on
January 19, 2000.


         All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all the shares of
Common Stock offered hereby have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein 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 this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


                                      II-1
<PAGE>   3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts of omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Section 145 of the DGCL provides that, to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, whether civil, criminal,
administrative or investigative or in defense of any claim, issue, or matter
therein (hereinafter a "Proceeding"), by reason of the fact that he is or was a
director, officer, employee or agent of a corporation or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise (collectively an "Agent" of the corporation), he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.

         Section 145 also provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened
Proceeding by reason of the fact that he is or was an Agent of the corporation,
against expenses (including attorney's fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that in
an action by or in the right of the corporation, the corporation may not
indemnify such person in respect of any claim, issue, or matter as to which he
is adjudged to be liable to the corporation unless, and only to the extent that,
the Court of Chancery or the court in which such proceeding was brought
determined that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is reasonably entitled in indemnity.

         Article Eleventh of the Certificate of Incorporation of the Registrant
provides that no director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty of loyalty
to the corporation its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the DGCL, or (4) a transaction from which the
director derived an improper personal benefit. Article Eleventh further provides
that the liability of the Registrant's directors to the Registrant or its
stockholders will be limited or eliminated to the same extent as the DGCL if the
DGCL is amended in the future to limit or eliminate a director's liability.
Article Eleventh further provides that it may be repealed or modified only by
the affirmative vote of 80% of all stockholders entitled to vote on such
matters, considered as one class, in which event such repeal or modification
will be prospective only and will not adversely affect any right or protection
of a director of the Registrant existing at the time of such repeal or
modification.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.


                                      II-2
<PAGE>   4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.

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;

                           (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, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove 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 Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered herein, 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
                  provisions described in Item 6, or otherwise, the Registrant
                  has been advised that in the opinion of the 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 of controlling person of the
                  Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in


                                      II-3
<PAGE>   5

                  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.




                                      II-4
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), 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 Atlanta, Georgia, on this 18th day of
April, 2000.


                                     CEREUS TECHNOLOGY PARTNERS, INC.


                                     By:  /s/ Steven A. Odom
                                        ---------------------------------------
                                          Steven A. Odom
                                          Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

         We, the undersigned officers and directors of Cereus Technology
Partners, Inc., hereby severally constitute and appoint Steven A. Odom and
Juliet M. Reising, and each of them, with full power of substitution, our true
and lawful attorneys and agents, to execute in our names and on our behalf in
the capacities indicated below, any and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement and any
and all other instruments which such attorneys and agents, or any one of them,
deem necessary or advisable to enable Cereus Technology Partners, Inc. to comply
with the Securities Act, the rules, regulations and requirements of the
Securities Act in respect thereof, and the securities laws of any state or other
political subdivision or jurisdiction; and the undersigned officers and
directors do hereby severally ratify and confirm as our own acts and deeds all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.


<TABLE>
<CAPTION>
               SIGNATURE                        TITLE                              DATE
               ---------                        -----                              ----

     <S>                            <C>                                    <C>
     /s/ Steven A. Odom             Chief Executive Officer,               April 18, 2000
     ----------------------------   Chairman and Director
     Steven A. Odom                 (Principal Executive Officer)


     /s/ Juliet M. Reising          Chief Financial Officer, Treasurer,    April 18, 2000
     ----------------------------    Secretary and Director
     Juliet M. Reising               (Principal Financial
                                     Officer and Principal
                                     Accounting Officer)

     /s/ James M. Logsdon           President, Chief Operating             April 18, 2000
     ----------------------------   Officer and Director
     James M. Logsdon

     /s/ Max E. Bobbitt             Director                               April 18, 2000
     ----------------------------
     Max E. Bobbitt

     /s/ Joseph R. Wright, Jr.      Director                               April 18, 2000
     ----------------------------
     Joseph R. Wright, Jr.

     /s/ Amy L. Newmark             Director                               April 18, 2000
     ----------------------------
     Amy L. Newmark

     /s/ Gary H. Heck               Director                               April 18, 2000
     ----------------------------
     Gary H. Heck

</TABLE>




                                      II-5
<PAGE>   7


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                          DESCRIPTION
--------                       ------------
<S>               <C>
5.1               Opinion of Rogers & Hardin LLP

23.1              Consent of Rogers & Hardin LLP (contained in Exhibit 5.1 hereto)

23.2              Consent of KPMG LLP with respect to the financial statements
                  of Cereus Technology Partners, Inc. for the fiscal year ended
                  December 31, 1999.

23.3              Consent of Moore Stephens Frost, certified public accountants,
                  with respect to  the financial statements of Cereus Technology
                  Partners, Inc. for the fiscal year ended December 31, 1998.

24.1              Powers of Attorney (included in the Signature Page hereto)
</TABLE>




                                      II-6
[{"type": "S-8", "sequence": "1", "description": "CEREUS TECHNOLOGY PARTNERS, INC.", "secsgml_size_bytes": 19703}]
{"company-data": {"conformed-name": "CEREUS TECHNOLOGY PARTNERS INC", "cik": "0000928032", "assigned-sic": "1400", "irs-number": "133773537", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35148", "film-number": "604782"}, "business-address": {"street1": "1000 ABERNATHY RD", "street2": "STE 1000", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7706680900"}, "mail-address": {"street1": "1000 ABERNATHY RD", "street2": "SUITE 1000", "city": "ATLANTA", "state": "GA", "zip": "30328"}, "former-company": {"former-conformed-name": "AIM GROUP INC", "date-changed": "19940808"}}
1
     As filed with the Securities and Exchange Commission on April 19, 2000

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        CEREUS TECHNOLOGY PARTNERS, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   13-3773537
   (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                               1000 Abernathy Road
                                   Suite 1000
                             Atlanta, Georgia 30328
          (Address, including zip code, of principal executive offices)

             CEREUS TECHNOLOGY PARTNERS, INC. 1997 STOCK OPTION PLAN
                            (Full title of the plan)

      Mr. Steven A. Odom                         Robert C. Hussle, Esq.
Cereus Technology Partners, Inc.                   Rogers & Hardin LLP
      1000 Abernathy Road                       2700 International Tower
        Suite 1000                             229 Peachtree Street, N.E.
Atlanta, Georgia 30328                           Atlanta, Georgia  30303
        (770) 668-0900                                (404) 522-4700

(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                                            Proposed Maximum
     Title of Securities to be            Amount to be            Proposed Maximum         Aggregate Offering         Amount of
            Registered                    Registered(2)       Offering Price Per Share           Price            Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
             share (1)                      3,000,000                 $13.25 (3)            $39,750,000                $10,494.00
==================================================================================================================================
(1)      Issuable pursuant to Cereus Technology Partners, Inc. 1997 Stock Option
         Plan, as amended (the "Plan").

(2)      This registration statement also relates to an indeterminate number of
         additional shares of Common Stock that may become issuable pursuant to
         anti-dilution and adjustment provisions of the Plan. In addition,
         pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan.

(3)      Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
         amended, and solely for the purpose of calculating the applicable
         registration fee, the proposed maximum offering price per share has
         been estimated at $13.25, which amount represents the average of the
         bid and asked prices of the Company's common stock on the OTC Bulletin
         Board on April 17, 2000.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by the Registrant or the Plan are
incorporated by reference in this Registration Statement:

         (i)      The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1999 (File Number, 000-30522);

         (ii)      The Registrant's Current Report on Form 8-K filed on January
19, 2000;

         (iii)     The Registrant's Amended Current Report on Form 8-K/A filed
on January 31, 2000;

         (iv)    The Registrant's Current Report on Form 8-K filed on February
17, 2000; and

         (v)   The Registrant's Registration Statement on Form 8-A filed on
January 19, 2000.

         All documents subsequently filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all the shares of
Common Stock offered hereby have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein 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 this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                      II-1
3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts of omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Section 145 of the DGCL provides that, to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, whether civil, criminal,
administrative or investigative or in defense of any claim, issue, or matter
therein (hereinafter a "Proceeding"), by reason of the fact that he is or was a
director, officer, employee or agent of a corporation or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise (collectively an "Agent" of the corporation), he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.

         Section 145 also provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened
Proceeding by reason of the fact that he is or was an Agent of the corporation,
against expenses (including attorney's fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that in
an action by or in the right of the corporation, the corporation may not
indemnify such person in respect of any claim, issue, or matter as to which he
is adjudged to be liable to the corporation unless, and only to the extent that,
the Court of Chancery or the court in which such proceeding was brought
determined that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is reasonably entitled in indemnity.

         Article Eleventh of the Certificate of Incorporation of the Registrant
provides that no director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty of loyalty
to the corporation its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the DGCL, or (4) a transaction from which the
director derived an improper personal benefit. Article Eleventh further provides
that the liability of the Registrant's directors to the Registrant or its
stockholders will be limited or eliminated to the same extent as the DGCL if the
DGCL is amended in the future to limit or eliminate a director's liability.
Article Eleventh further provides that it may be repealed or modified only by
the affirmative vote of 80% of all stockholders entitled to vote on such
matters, considered as one class, in which event such repeal or modification
will be prospective only and will not adversely affect any right or protection
of a director of the Registrant existing at the time of such repeal or
modification.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

                                      II-2
4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.

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;

                           (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, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove 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 Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered herein, 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
                  provisions described in Item 6, or otherwise, the Registrant
                  has been advised that in the opinion of the 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 of controlling person of the
                  Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in

                                      II-3
5

                  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.

                                      II-4
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), 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 Atlanta, Georgia, on this 18th day of
April, 2000.

                                     CEREUS TECHNOLOGY PARTNERS, INC.

                                     By:  /s/ Steven A. Odom
                                        ---------------------------------------
                                          Steven A. Odom
                                          Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

         We, the undersigned officers and directors of Cereus Technology
Partners, Inc., hereby severally constitute and appoint Steven A. Odom and
Juliet M. Reising, and each of them, with full power of substitution, our true
and lawful attorneys and agents, to execute in our names and on our behalf in
the capacities indicated below, any and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement and any
and all other instruments which such attorneys and agents, or any one of them,
deem necessary or advisable to enable Cereus Technology Partners, Inc. to comply
with the Securities Act, the rules, regulations and requirements of the
Securities Act in respect thereof, and the securities laws of any state or other
political subdivision or jurisdiction; and the undersigned officers and
directors do hereby severally ratify and confirm as our own acts and deeds all
that such attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of such attorneys and agents shall have, and may
exercise, all of the powers hereby conferred.
SIGNATURE                        TITLE                              DATE
               ---------                        -----                              ----
/s/ Steven A. Odom             Chief Executive Officer,               April 18, 2000
     ----------------------------   Chairman and Director
     Steven A. Odom                 (Principal Executive Officer)

     /s/ Juliet M. Reising          Chief Financial Officer, Treasurer,    April 18, 2000
     ----------------------------    Secretary and Director
     Juliet M. Reising               (Principal Financial
                                     Officer and Principal
                                     Accounting Officer)

     /s/ James M. Logsdon           President, Chief Operating             April 18, 2000
     ----------------------------   Officer and Director
     James M. Logsdon

     /s/ Max E. Bobbitt             Director                               April 18, 2000
     ----------------------------
     Max E. Bobbitt

     /s/ Joseph R. Wright, Jr.      Director                               April 18, 2000
     ----------------------------
     Joseph R. Wright, Jr.

     /s/ Amy L. Newmark             Director                               April 18, 2000
     ----------------------------
     Amy L. Newmark

     /s/ Gary H. Heck               Director                               April 18, 2000
     ----------------------------
     Gary H. Heck
II-5
7

                                  EXHIBIT INDEX
EXHIBIT
  NO.                          DESCRIPTION
--------                       ------------
5.1               Opinion of Rogers & Hardin LLP

23.1              Consent of Rogers & Hardin LLP (contained in Exhibit 5.1 hereto)

23.2              Consent of KPMG LLP with respect to the financial statements
                  of Cereus Technology Partners, Inc. for the fiscal year ended
                  December 31, 1999.

23.3              Consent of Moore Stephens Frost, certified public accountants,
                  with respect to  the financial statements of Cereus Technology
                  Partners, Inc. for the fiscal year ended December 31, 1998.

24.1              Powers of Attorney (included in the Signature Page hereto)
II-6