<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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

            DELAWARE                                          75-2837058
  (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                        Identification No.)

500 NORTH CENTRAL EXPRESSWAY, PLANO, TEXAS                      75074
 (Address of principal executive offices)                     (Zip Code)


        REPLACEMENT STOCK OPTION AGREEMENTS ISSUED PURSUANT TO THE STOCK
                     OPTION EXCHANGE OFFER OF PFSWEB, INC.
                            (Full title of the plans)


                                 MARK C. LAYTON
                                  PFSWEB, INC.
                          500 NORTH CENTRAL EXPRESSWAY
                               PLANO, TEXAS 75074
                     (Name and address of agent for service)

                                 (972) 881-2900
          (Telephone number, including area code of agent for service)

                                    copy to:
                             MORRIS BIENENFELD, ESQ.
                                 WOLFF & SAMSON
                               5 BECKER FARM ROAD
                               ROSELAND, NJ 07068
                                 (973) 533-6532


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------
                                                       Proposed                   Proposed
Title of                                               Maximum                    Maximum
Securities                   Amount                    Offering                   Aggregate                 Amount of
to be                        to be                     Price                      Offering                  Registration
Registered                   Registered (1)            Per Share (2)              Price (2)                 Fee (2)

------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                         <C>                       <C>

Common Stock,                 722,349                  $  0.91                    $657,337.59               $ 157.10
par value $.001
per share
</Table>

----------

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
         "Securities Act"), this Registration Statement also covers such
         additional shares as may hereafter be offered or issued to prevent
         dilution resulting from stock splits, stock dividends or similar
         transactions.

(2)      The aggregate offering price and the registration fee have been
         computed pursuant to 457(h)(1) under the Securities Act upon the basis
         of an aggregate option exercise price of $657,337.59 in respect of
         722,349 shares to be issued upon the exercise of the outstanding
         options described herein. See Explanatory Note. In accordance with Rule
         457(h)(3), no additional filing fee is payable in respect of the resale
         of the shares to be issued upon the exercise of options issued, and to
         be issued, under these options.




                                       2
<PAGE>

                                EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed in connection with the issuance
by the registrant of 722,349 options in replacement of an equal number of
options having exercise prices of $4.00 or greater pursuant to the Offer to
Exchange dated April 30, 2001.





                                       3
<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

                  1. The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2001.

                  2. All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since March 31, 2001.

                  3. The description of the Company's common stock, par value
$.001 per share, contained in the Company's Registration Statement on Form 8-A
dated November 24, 1999 as filed with the Commission (File No. 000-28275).

                  All documents filed by the Company after the date hereof
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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable




                                       4
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Company is organized under the laws of the State of
Delaware. The Delaware General Corporation Law, as amended (the "Act"), provides
that a Delaware corporation has the power generally to indemnify its directors,
officers, employees and other agents (each, a "Corporate Agent") against
expenses and liabilities (including amounts paid in settlement) in connection
with any proceeding involving such person by reason of his being a Corporate
Agent, other than a proceeding by or in the right of the corporation, if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of a Corporate Agent against expenses is permitted
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, however, no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been 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 shall determine upon application that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to such indemnification. To the
extent that a Corporate Agent has been successful on the merits of such
proceeding, whether or not by or in the right of the corporation, or in the
defense of any claim, issue or matter therein, the corporation is required to
indemnify the Corporate Agent for expenses in connection therewith. Expenses
incurred by a Corporate Agent in connection with a proceeding may, under certain
circumstances, be paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors. The power to indemnify
and advance expenses under the Act does not exclude other rights to which a
Corporate Agent may be entitled to under the certificate of incorporation,
bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

                  Under the Act, a Delaware corporation has the power to
purchase and maintain insurance on behalf of any Corporate Agent against any
liabilities asserted against and incurred by him in such capacity, whether or
not the corporation has the power to indemnify him against such liabilities
under the Act.

                  As permitted by the Act, the Company's Certificate of
Incorporation contains provisions which limit the personal liability of
directors for monetary damages for breach of fiduciary duties as directors
except to the extent such limitation of liability is prohibited by the Act. In
accordance with the




                                       5
<PAGE>

Act, these provisions do not limit the liability of any director for any breach
of the director's duty of loyalty to the Company or its stockholders; for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for certain unlawful payments of dividends or stock
repurchases under Section 174 of the Act; or for any transaction from which the
director derives an improper personal benefit. These provisions do not limit the
rights of the Company or any stockholder to seek an injunction or any other
non-monetary relief in the event of a breach of a director's fiduciary duty. In
addition, these provisions apply only to claims against a director arising out
of his role as a director and do not relieve a director from liability for
violations of statutory law, such as certain liabilities imposed on a director
under the federal securities laws.

                  In addition, the Company's Certificate of Incorporation and
By-laws provide for the indemnification of Corporate Agents for certain
expenses, judgments, fines and payments incurred by them in connection with the
defense or settlement of claims asserted against them in their capacities as
Corporate Agents to the fullest extent authorized by the Act. The Company seeks
to limit its exposure to liability for indemnification of directors and officers
by purchasing directors and officers liability insurance coverage.

                  Reference is made to Sections 102(b)(7) and 145 of the Act in
connection with the above summary of indemnification, insurance and limitation
of liability.

                  The purpose of these provisions is to assist the Company in
retaining qualified individuals to serve as officers, directors or other
Corporate Agents of the Company by limiting their exposure to personal liability
for serving as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.




                                       6
<PAGE>

ITEM 8.  EXHIBITS.

                  The following are filed as exhibits to this registration
statement.

<Table>
<Caption>
Exhibit           Description
-------           -----------

<S>               <C>
5                 Opinion of Wolff & Samson, Counsel to the Company

23.1              Consent of KPMG LLP

23.2              Consent of Arthur Andersen LLP

23.3              Consent of Wolff & Samson (included in Exhibit No. 5)

24                Power of Attorney (included on the signature page)
</Table>

ITEM 9.  UNDERTAKINGS.

         A. The undersigned registrant hereby undertakes:

                  1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                  2. That, for the purpose of determining any liability under
the Securities Act, 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 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, 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 any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been



                                       7
<PAGE>

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 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.




                                       8
<PAGE>

                                   SIGNATURES

THE REGISTRANT

                  Pursuant to the requirements of 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 the City of Plano, State of Texas on December 18, 2001.

                                        PFSWEB, INC.



                                   By:  /s/ Thomas J. Madden
                                        ----------------------------------------
                                        Thomas J. Madden, Executive Vice
                                        President

                  Each person whose signature to this Registration Statement
appears below hereby appoints Thomas J. Madden and Harvey Achatz, or either of
them, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Registration Statement, and any and all instruments or documents filed
as a part of or in connection with this Registration Statement or the amendments
thereto, and the attorney-in-fact, or either of them, may make such changes and
additions to this Registration Statement as the attorney-in-fact, or either of
them, may deem necessary or appropriate.





                                       9
<PAGE>

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

<Table>
<Caption>
Signature                            Title                                   Date
---------                            -----                                   ----
<S>                                  <C>                                     <C>

By: /s/ Mark C. Layton               Chairman of the Board, President, and   December 18, 2001
    -------------------------        Chief Executive Officer (Principal
    Mark C. Layton                   Executive Officer)



By: /s/ Thomas J. Madden             Executive Vice President,               December 18, 2001
    -------------------------        Chief Financial Officer and Chief
    Thomas J. Madden                 Accounting Officer (Principal
                                     Financial Officer and Principal
                                     Accounting Officer)



By: /s/ David I. Beatson             Director                                December 18, 2001
    -------------------------
    David I. Beatson



By: /s/ Timothy M. Murray            Director                                December 18, 2001
    -------------------------
    Timothy M. Murray



By: /s/ James R. Reilly              Director                                December 18, 2001
    -------------------------
    James R. Reilly



By: /s/ Dr. Neil Jacobs              Director                                December 18, 2001
    -------------------------
    Dr. Neil Jacobs
</Table>




                                       10
<PAGE>


                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------
<S>                      <C>

   5                     Opinion of Wolff & Samson, Counsel to the Company

   23.1                  Consent of KPMG LLP

   23.2                  Consent of Arthur Andersen LLP

   23.3                  Consent of Wolff & Samson (included in Exhibit No. 5)

   24                    Power of Attorney (included on the signature page)
</Table>




                                       11
[{"type": "S-8", "sequence": "1", "filename": "d92814s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17791}]
{"company-data": {"conformed-name": "PFSWEB INC", "cik": "0001095315", "assigned-sic": "7389", "irs-number": "752837058", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75772", "film-number": "1821242"}, "business-address": {"street1": "500 NORTH CENTRAL EXPRESSWAY", "city": "PLANO", "state": "TX", "zip": "75074", "phone": "9728812900"}, "mail-address": {"street1": "500 NORTH CENTRAL EXPRESSWAY", "city": "PLANO", "state": "TX", "zip": "75074"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

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

            DELAWARE                                          75-2837058
  (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                        Identification No.)

500 NORTH CENTRAL EXPRESSWAY, PLANO, TEXAS                      75074
 (Address of principal executive offices)                     (Zip Code)

        REPLACEMENT STOCK OPTION AGREEMENTS ISSUED PURSUANT TO THE STOCK
                     OPTION EXCHANGE OFFER OF PFSWEB, INC.
                            (Full title of the plans)

                                 MARK C. LAYTON
                                  PFSWEB, INC.
                          500 NORTH CENTRAL EXPRESSWAY
                               PLANO, TEXAS 75074
                     (Name and address of agent for service)

                                 (972) 881-2900
          (Telephone number, including area code of agent for service)

                                    copy to:
                             MORRIS BIENENFELD, ESQ.
                                 WOLFF & SAMSON
                               5 BECKER FARM ROAD
                               ROSELAND, NJ 07068
                                 (973) 533-6532
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                       Proposed                   Proposed
Title of                                               Maximum                    Maximum
Securities                   Amount                    Offering                   Aggregate                 Amount of
to be                        to be                     Price                      Offering                  Registration
Registered                   Registered (1)            Per Share (2)              Price (2)                 Fee (2)

------------------------------------------------------------------------------------------------------------------------
Common Stock,                 722,349                  $  0.91                    $657,337.59               $ 157.10
par value $.001
per share
----------

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
         "Securities Act"), this Registration Statement also covers such
         additional shares as may hereafter be offered or issued to prevent
         dilution resulting from stock splits, stock dividends or similar
         transactions.

(2)      The aggregate offering price and the registration fee have been
         computed pursuant to 457(h)(1) under the Securities Act upon the basis
         of an aggregate option exercise price of $657,337.59 in respect of
         722,349 shares to be issued upon the exercise of the outstanding
         options described herein. See Explanatory Note. In accordance with Rule
         457(h)(3), no additional filing fee is payable in respect of the resale
         of the shares to be issued upon the exercise of options issued, and to
         be issued, under these options.

                                       2
EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed in connection with the issuance
by the registrant of 722,349 options in replacement of an equal number of
options having exercise prices of $4.00 or greater pursuant to the Offer to
Exchange dated April 30, 2001.

                                       3
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

                  1. The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2001.

                  2. All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since March 31, 2001.

                  3. The description of the Company's common stock, par value
$.001 per share, contained in the Company's Registration Statement on Form 8-A
dated November 24, 1999 as filed with the Commission (File No. 000-28275).

                  All documents filed by the Company after the date hereof
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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable

                                       4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Company is organized under the laws of the State of
Delaware. The Delaware General Corporation Law, as amended (the "Act"), provides
that a Delaware corporation has the power generally to indemnify its directors,
officers, employees and other agents (each, a "Corporate Agent") against
expenses and liabilities (including amounts paid in settlement) in connection
with any proceeding involving such person by reason of his being a Corporate
Agent, other than a proceeding by or in the right of the corporation, if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of a Corporate Agent against expenses is permitted
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, however, no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been 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 shall determine upon application that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to such indemnification. To the
extent that a Corporate Agent has been successful on the merits of such
proceeding, whether or not by or in the right of the corporation, or in the
defense of any claim, issue or matter therein, the corporation is required to
indemnify the Corporate Agent for expenses in connection therewith. Expenses
incurred by a Corporate Agent in connection with a proceeding may, under certain
circumstances, be paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors. The power to indemnify
and advance expenses under the Act does not exclude other rights to which a
Corporate Agent may be entitled to under the certificate of incorporation,
bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

                  Under the Act, a Delaware corporation has the power to
purchase and maintain insurance on behalf of any Corporate Agent against any
liabilities asserted against and incurred by him in such capacity, whether or
not the corporation has the power to indemnify him against such liabilities
under the Act.

                  As permitted by the Act, the Company's Certificate of
Incorporation contains provisions which limit the personal liability of
directors for monetary damages for breach of fiduciary duties as directors
except to the extent such limitation of liability is prohibited by the Act. In
accordance with the

                                       5
Act, these provisions do not limit the liability of any director for any breach
of the director's duty of loyalty to the Company or its stockholders; for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for certain unlawful payments of dividends or stock
repurchases under Section 174 of the Act; or for any transaction from which the
director derives an improper personal benefit. These provisions do not limit the
rights of the Company or any stockholder to seek an injunction or any other
non-monetary relief in the event of a breach of a director's fiduciary duty. In
addition, these provisions apply only to claims against a director arising out
of his role as a director and do not relieve a director from liability for
violations of statutory law, such as certain liabilities imposed on a director
under the federal securities laws.

                  In addition, the Company's Certificate of Incorporation and
By-laws provide for the indemnification of Corporate Agents for certain
expenses, judgments, fines and payments incurred by them in connection with the
defense or settlement of claims asserted against them in their capacities as
Corporate Agents to the fullest extent authorized by the Act. The Company seeks
to limit its exposure to liability for indemnification of directors and officers
by purchasing directors and officers liability insurance coverage.

                  Reference is made to Sections 102(b)(7) and 145 of the Act in
connection with the above summary of indemnification, insurance and limitation
of liability.

                  The purpose of these provisions is to assist the Company in
retaining qualified individuals to serve as officers, directors or other
Corporate Agents of the Company by limiting their exposure to personal liability
for serving as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

                                       6
ITEM 8.  EXHIBITS.

                  The following are filed as exhibits to this registration
statement.
Exhibit           Description
-------           -----------
5                 Opinion of Wolff & Samson, Counsel to the Company

23.1              Consent of KPMG LLP

23.2              Consent of Arthur Andersen LLP

23.3              Consent of Wolff & Samson (included in Exhibit No. 5)

24                Power of Attorney (included on the signature page)
ITEM 9.  UNDERTAKINGS.

         A. The undersigned registrant hereby undertakes:

                  1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                  2. That, for the purpose of determining any liability under
the Securities Act, 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 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, 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 any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been

                                       7
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 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.

                                       8
SIGNATURES

THE REGISTRANT

                  Pursuant to the requirements of 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 the City of Plano, State of Texas on December 18, 2001.

                                        PFSWEB, INC.

                                   By:  /s/ Thomas J. Madden
                                        ----------------------------------------
                                        Thomas J. Madden, Executive Vice
                                        President

                  Each person whose signature to this Registration Statement
appears below hereby appoints Thomas J. Madden and Harvey Achatz, or either of
them, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Registration Statement, and any and all instruments or documents filed
as a part of or in connection with this Registration Statement or the amendments
thereto, and the attorney-in-fact, or either of them, may make such changes and
additions to this Registration Statement as the attorney-in-fact, or either of
them, may deem necessary or appropriate.

                                       9
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                            Title                                   Date
---------                            -----                                   ----
By: /s/ Mark C. Layton               Chairman of the Board, President, and   December 18, 2001
    -------------------------        Chief Executive Officer (Principal
    Mark C. Layton                   Executive Officer)

By: /s/ Thomas J. Madden             Executive Vice President,               December 18, 2001
    -------------------------        Chief Financial Officer and Chief
    Thomas J. Madden                 Accounting Officer (Principal
                                     Financial Officer and Principal
                                     Accounting Officer)

By: /s/ David I. Beatson             Director                                December 18, 2001
    -------------------------
    David I. Beatson

By: /s/ Timothy M. Murray            Director                                December 18, 2001
    -------------------------
    Timothy M. Murray

By: /s/ James R. Reilly              Director                                December 18, 2001
    -------------------------
    James R. Reilly

By: /s/ Dr. Neil Jacobs              Director                                December 18, 2001
    -------------------------
    Dr. Neil Jacobs
10
EXHIBIT INDEX
EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------
5                     Opinion of Wolff & Samson, Counsel to the Company

   23.1                  Consent of KPMG LLP

   23.2                  Consent of Arthur Andersen LLP

   23.3                  Consent of Wolff & Samson (included in Exhibit No. 5)

   24                    Power of Attorney (included on the signature page)
11