<PAGE>   1


                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            GENOME THERAPEUTICS CORP.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

              MASSACHUSETTS                             04-2297484
     -------------------------------                  -------------
     (State or other jurisdiction of                  (IRS Employer
      incorporation or organization)               Identification No.)

                                100 Beaver Street
                          Waltham, Massachusetts 02453
           -----------------------------------------------------------
           (Address of principal executive offices including zip code)

                        RESTRICTED STOCK AWARD AGREEMENTS
                        ---------------------------------
                            (Full title of the Plan)

                               Philip V. Holberton
                            Genome Therapeutics Corp.
                                100 Beaver Street
                          Waltham, Massachusetts 02453
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (781) 398-2300
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                  Please send copies of all communications to:
                              David C. Chapin, Esq.
                                  Ropes & Gray
                             One International Place
                        Boston, Massachusetts 02110-2624
                            Telephone: (617) 951-7371


---------------- ---------------- --------------- --------------- --------------
 Title of                          Proposed        Proposed
 Securities                        Maximum         Maximum
 of               Amount           Offering        Aggregate       Amount
 To Be            To Be            Price Per       Offering        Registration
 Registered       Registered       Share (1)       Price (1)       Fee
---------------- ---------------- --------------- --------------- --------------

Common Stock,     125,716          $5.844          $734,684        $194
$.10 par value.

-------------------------
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average high and low prices of the Common Stock as reported by the
National Association of Securities Dealers Automated Quotation System on
December 13, 1999.
Exhibit Index can be found on page 8.


                           This is page 1 of 15 pages.


<PAGE>   2



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1999, all the reports filed by the Company with the Securities and
Exchange Commission pursuant to Sections 13(a) and (c), 14 and 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Company's Annual Report referred to above, and the description of the Company's
Common Stock contained in its Form 10/A, File No. 0-10824 are incorporated by
reference and made a part of this registration statement.

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not Required.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Company is organized under the laws of The Commonwealth of
Massachusetts. The Massachusetts Business Corporation Law provides that
indemnification of directors, officers, employees, and other agents of another
organization, or who serve at its request is any capacity with respect to any
employee benefit plan, may be provided by the corporation to whatever extent
specified in its charter documents or votes adopted by its shareholders, except
that no indemnification may be provided for any person with respect to any
matter as to which the person shall have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation. Under Massachusetts law, a corporation can
purchase and maintain insurance on behalf of any person against any liability
incurred as a director, officer, employee, agent, or person serving at the
request of the corporation as a director, officer, employee, or other agent of
another organization or with respect to any employee benefit plan, in his
capacity as such, whether or not the corporation would have power to itself
indemnify him against such liability.

        The Company's Restated Articles of Organization, as amended to date,
provide that its directors shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that the exculpation from liabilities is not permitted
under the Massachusetts Business Corporation Law as in effect at the time such
liability is determined. The By-laws provide that the Company shall indemnify
its directors and officers to the full extent permitted by the laws of The
Commonwealth of Massachusetts. In addition, the Company holds a Directors and
Officer Liability and Corporate Indemnification Policy.



                                       3
<PAGE>   3


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS.


Exhibit 4(a).              Form of Restricted Stock Award Agreements.

Exhibit 4(b).              The Company's Restated Articles of Organization
                           (filed as an exhibit to the Company's Registration
                           Statement on Form S-1 (No. 2-75230) and incorporated
                           herein by reference).

Exhibit 4(c).              Amendment dated January 5, 1982 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           February 27, 1982 and incorporated herein by
                           reference).

Exhibit 4(d).              Amendment dated January 24, 1983 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           February 26, 1983 and incorporated herein by
                           reference).

Exhibit 4(e).              Amendment dated January 17, 1984 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           February 25, 1984 and incorporated herein by
                           reference).

Exhibit 4(f).              Amendment dated December 9, 1987 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           November 28, 1987 and incorporated herein by
                           reference).

Exhibit 4(g).              Amendment dated January 24, 1994 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Annual Report on Form 10-K for the year ended August
                           31, 1994 and incorporated herein by reference).

Exhibit 4(h).              Amendment dated August 31, 1994 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Annual Report on Form 10-K for the year ended August
                           31, 1994 and incorporated herein by reference).

Exhibit 4(i).              The Company's By-laws (filed as an exhibit to the
                           Company's Registration Statement on Form S-1 (No.
                           2-75230) and incorporated herein by reference).

Exhibit 4(j).              Amendment dated October 20, 1987 to the By-laws
                           (filed as an exhibit to the Company's Annual Report
                           on Form 10-K for the fiscal year ended August 31,
                           1987 and incorporated herein by reference).



                                       4
<PAGE>   4


Exhibit 4(k).              Amendment dated October 16, 1989 to the By-laws
                           (filed as an exhibit to the Company's Annual Report
                           on Form 10-K for the fiscal year ended August 31,
                           1989 and incorporated herein by reference).

Exhibit 5.                 Opinion of Ropes & Gray.

Exhibit 23(a).             Consent of Ropes & Gray (contained in Exhibit 5).

Exhibit 23(b).             Consent of Arthur Andersen LLP.

Exhibit 24.                Power of Attorney (included as part of the signature
                           pages to this Registration Statement).

Item 9.  UNDERTAKINGS.

        (a)  The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                     (i) To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

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

                     (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
        statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

               (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by



                                       5
<PAGE>   5


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.



                                       6
<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 Waltham, Commonwealth of Massachusetts, on this 17th
day of December, 1999.
                                           Genome Therapeutics Corp.


                                           By: /s/ Philip V Holberton
                                               --------------------------------
                                           Title:  Chief Financial Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hennessey and Philip V. Holberton and
each of them, with full power to act without the other, his true and lawful
attorneys-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 to this registration statement, including post-effective
amendments, 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 and each of them 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 to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any substitutes 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.

    NAME                          TITLE                           DATE

/s/ Robert J. Hennessey        Chairman of the Board;          December 17, 1999
--------------------------     President and Chief
Robert J. Hennessey            Executive Officer (Principal
                               Executive Officer)


/s/ Marc B. Garnick            Director                        December 17, 1999
--------------------------
Marc B. Garnick


/s/ Philip Leder               Director                        December 17, 1999
--------------------------
Philip Leder


/s/ Lawrence Levy              Director                        December 17, 1999
--------------------------
Lawrence Levy


<PAGE>   7






/s/ Steven M. Rauscher         Director                        December 17, 1999
--------------------------
Steven M. Rauscher



/s/ Norbert G. Riedel          Director                        December 17, 1999
--------------------------
Norbert G. Riedel


/s/ Philip V. Holberton        Chief Financial Officer         December 17, 1999
--------------------------     (Principal Financial Officer)
Philip V. Holberton


/s/ Manny J. Bougoulas         Controller (Principal           December 17, 1999
--------------------------     Accounting Officer)
Manny J. Bougoulas




<PAGE>   8


                                  EXHIBIT INDEX

NUMBER                           TITLE OF EXHIBIT              PAGE
------                           ----------------              ----

4(a).   Form of Restricted Stock Award Agreements              9

5.      Opinion of Ropes & Gray                                15

23(a).  Consent of Ropes & Gray                      Contained in Exhibit 5

23(b).  Consent of Arthur Andersen LLP                         16

24.     Power of Attorney                          Included as Part of Signature
                                                   Pages to this Registration
[{"type": "S-8", "sequence": "1", "description": "GENOME THERAPEUTICS CORP.", "secsgml_size_bytes": 17847}]
{"company-data": {"conformed-name": "GENOME THERAPEUTICS CORP", "cik": "0000356830", "assigned-sic": "2835", "irs-number": "042297484", "state-of-incorporation": "MA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92951", "film-number": "99776377"}, "business-address": {"street1": "1OO BEAVER ST", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178935007"}, "mail-address": {"street1": "100 BEAVER STREET", "city": "WALTHAM", "state": "MA", "zip": "02154"}, "former-company": {"former-conformed-name": "COLLABORATIVE RESEARCH INC", "date-changed": "19920703"}}
1

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            GENOME THERAPEUTICS CORP.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

              MASSACHUSETTS                             04-2297484
     -------------------------------                  -------------
     (State or other jurisdiction of                  (IRS Employer
      incorporation or organization)               Identification No.)

                                100 Beaver Street
                          Waltham, Massachusetts 02453
           -----------------------------------------------------------
           (Address of principal executive offices including zip code)

                        RESTRICTED STOCK AWARD AGREEMENTS
                        ---------------------------------
                            (Full title of the Plan)

                               Philip V. Holberton
                            Genome Therapeutics Corp.
                                100 Beaver Street
                          Waltham, Massachusetts 02453
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (781) 398-2300
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                  Please send copies of all communications to:
                              David C. Chapin, Esq.
                                  Ropes & Gray
                             One International Place
                        Boston, Massachusetts 02110-2624
                            Telephone: (617) 951-7371

---------------- ---------------- --------------- --------------- --------------
 Title of                          Proposed        Proposed
 Securities                        Maximum         Maximum
 of               Amount           Offering        Aggregate       Amount
 To Be            To Be            Price Per       Offering        Registration
 Registered       Registered       Share (1)       Price (1)       Fee
---------------- ---------------- --------------- --------------- --------------

Common Stock,     125,716          $5.844          $734,684        $194
$.10 par value.

-------------------------
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average high and low prices of the Common Stock as reported by the
National Association of Securities Dealers Automated Quotation System on
December 13, 1999.
Exhibit Index can be found on page 8.

                           This is page 1 of 15 pages.
2

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1999, all the reports filed by the Company with the Securities and
Exchange Commission pursuant to Sections 13(a) and (c), 14 and 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Company's Annual Report referred to above, and the description of the Company's
Common Stock contained in its Form 10/A, File No. 0-10824 are incorporated by
reference and made a part of this registration statement.

        All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not Required.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Company is organized under the laws of The Commonwealth of
Massachusetts. The Massachusetts Business Corporation Law provides that
indemnification of directors, officers, employees, and other agents of another
organization, or who serve at its request is any capacity with respect to any
employee benefit plan, may be provided by the corporation to whatever extent
specified in its charter documents or votes adopted by its shareholders, except
that no indemnification may be provided for any person with respect to any
matter as to which the person shall have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation. Under Massachusetts law, a corporation can
purchase and maintain insurance on behalf of any person against any liability
incurred as a director, officer, employee, agent, or person serving at the
request of the corporation as a director, officer, employee, or other agent of
another organization or with respect to any employee benefit plan, in his
capacity as such, whether or not the corporation would have power to itself
indemnify him against such liability.

        The Company's Restated Articles of Organization, as amended to date,
provide that its directors shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that the exculpation from liabilities is not permitted
under the Massachusetts Business Corporation Law as in effect at the time such
liability is determined. The By-laws provide that the Company shall indemnify
its directors and officers to the full extent permitted by the laws of The
Commonwealth of Massachusetts. In addition, the Company holds a Directors and
Officer Liability and Corporate Indemnification Policy.

                                       3
3

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS.

Exhibit 4(a).              Form of Restricted Stock Award Agreements.

Exhibit 4(b).              The Company's Restated Articles of Organization
                           (filed as an exhibit to the Company's Registration
                           Statement on Form S-1 (No. 2-75230) and incorporated
                           herein by reference).

Exhibit 4(c).              Amendment dated January 5, 1982 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           February 27, 1982 and incorporated herein by
                           reference).

Exhibit 4(d).              Amendment dated January 24, 1983 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           February 26, 1983 and incorporated herein by
                           reference).

Exhibit 4(e).              Amendment dated January 17, 1984 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           February 25, 1984 and incorporated herein by
                           reference).

Exhibit 4(f).              Amendment dated December 9, 1987 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           November 28, 1987 and incorporated herein by
                           reference).

Exhibit 4(g).              Amendment dated January 24, 1994 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Annual Report on Form 10-K for the year ended August
                           31, 1994 and incorporated herein by reference).

Exhibit 4(h).              Amendment dated August 31, 1994 to Restated Articles
                           of Organization (filed as an exhibit to the Company's
                           Annual Report on Form 10-K for the year ended August
                           31, 1994 and incorporated herein by reference).

Exhibit 4(i).              The Company's By-laws (filed as an exhibit to the
                           Company's Registration Statement on Form S-1 (No.
                           2-75230) and incorporated herein by reference).

Exhibit 4(j).              Amendment dated October 20, 1987 to the By-laws
                           (filed as an exhibit to the Company's Annual Report
                           on Form 10-K for the fiscal year ended August 31,
                           1987 and incorporated herein by reference).

                                       4
4

Exhibit 4(k).              Amendment dated October 16, 1989 to the By-laws
                           (filed as an exhibit to the Company's Annual Report
                           on Form 10-K for the fiscal year ended August 31,
                           1989 and incorporated herein by reference).

Exhibit 5.                 Opinion of Ropes & Gray.

Exhibit 23(a).             Consent of Ropes & Gray (contained in Exhibit 5).

Exhibit 23(b).             Consent of Arthur Andersen LLP.

Exhibit 24.                Power of Attorney (included as part of the signature
                           pages to this Registration Statement).

Item 9.  UNDERTAKINGS.

        (a)  The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                     (i) To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

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

                     (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the registration
        statement or any material change to such information in the registration
        statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

               (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by

                                       5
5

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.

                                       6
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 Waltham, Commonwealth of Massachusetts, on this 17th
day of December, 1999.
                                           Genome Therapeutics Corp.

                                           By: /s/ Philip V Holberton
                                               --------------------------------
                                           Title:  Chief Financial Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hennessey and Philip V. Holberton and
each of them, with full power to act without the other, his true and lawful
attorneys-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 to this registration statement, including post-effective
amendments, 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 and each of them 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 to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any substitutes 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.

    NAME                          TITLE                           DATE

/s/ Robert J. Hennessey        Chairman of the Board;          December 17, 1999
--------------------------     President and Chief
Robert J. Hennessey            Executive Officer (Principal
                               Executive Officer)

/s/ Marc B. Garnick            Director                        December 17, 1999
--------------------------
Marc B. Garnick

/s/ Philip Leder               Director                        December 17, 1999
--------------------------
Philip Leder

/s/ Lawrence Levy              Director                        December 17, 1999
--------------------------
Lawrence Levy
7

/s/ Steven M. Rauscher         Director                        December 17, 1999
--------------------------
Steven M. Rauscher

/s/ Norbert G. Riedel          Director                        December 17, 1999
--------------------------
Norbert G. Riedel

/s/ Philip V. Holberton        Chief Financial Officer         December 17, 1999
--------------------------     (Principal Financial Officer)
Philip V. Holberton

/s/ Manny J. Bougoulas         Controller (Principal           December 17, 1999
--------------------------     Accounting Officer)
Manny J. Bougoulas
8

                                  EXHIBIT INDEX

NUMBER                           TITLE OF EXHIBIT              PAGE
------                           ----------------              ----

4(a).   Form of Restricted Stock Award Agreements              9

5.      Opinion of Ropes & Gray                                15

23(a).  Consent of Ropes & Gray                      Contained in Exhibit 5

23(b).  Consent of Arthur Andersen LLP                         16

24.     Power of Attorney                          Included as Part of Signature
                                                   Pages to this Registration