<PAGE>   1

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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


                   TEXAS                                      76-0203483
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)

          5858 WESTHEIMER, SUITE 500
                HOUSTON, TEXAS                                   77057
   (Address of Principal Executive Offices)                   (Zip Code)

                          INTEGRATED ORTHOPAEDICS, INC.
                  AMENDED AND RESTATED LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

          LAURIE HILL GUTIERREZ                             (713) 225-5464
       SENIOR VICE PRESIDENT AND                          (Telephone number,
         CHIEF FINANCIAL OFFICER                         including area code,
       5858 WESTHEIMER, SUITE 500                        of agent for service)
          HOUSTON, TEXAS 77057
 (Name and address of agent for service)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                       PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE        AMOUNT TO BE        OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
         REGISTERED                REGISTERED               SHARE*                    PRICE*            REGISTRATION FEE
----------------------------- --------------------- ------------------------ ------------------------- --------------------
<S>                           <C>                   <C>                      <C>                       <C>
Common Stock (par value         2,500,000 shares             $0.88                  $2,200,000               $580.80
$.001 per share)
----------------------------- --------------------- ------------------------ ------------------------- --------------------
</TABLE>

*  Estimated solely for purposes of calculating the amount of the registration
   fee pursuant to Rule 457 of the Securities Act of 1933, based on the average
   of the high and low sales prices of a share of Common Stock of the Registrant
   on the American Stock Exchange on April 20, 2000.


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



<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Integrated Orthopaedics, Inc. (the
"Company"), are incorporated herein by reference:

                  The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999 (File No. 1-10677).

                  The description of the Company's Common Stock contained in the
Company's Registration Statement filed under the Securities Exchange Act of 1934
(the "Exchange Act") to register such class of securities under such Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

                  Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document 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.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Articles of Incorporation of the Company, together with
its Bylaws, provide that the Company shall indemnify its officers and directors,
and may indemnify its other employees and agents, to the fullest extent
permitted by law. The laws of the State of Texas permit, and in some cases
require, corporations to indemnify officers, directors, agents and employees who
are or have been a party to or are threatened to be made a party to litigation
against judgments, fines, settlements and reasonable expenses under certain
circumstances.


                                       2
<PAGE>   3


                  The Company has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors to the fullest extent
permitted by the laws of the State of Texas. Under the Company's Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the Company or its shareholders for damages for breach of
fiduciary duty. Such limitation of liability does not affect liability for (i)
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (iii) any transaction from which the director
derived an improper personal benefit, or (iv) the payment of any unlawful
dividends.

                  Texas corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company has purchased and maintains a directors' and officers' liability policy
for such purposes.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.    EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number      Description of Exhibit
-------     ----------------------
<S>         <C>
  4(a)      Articles of Incorporation of the Company, as amended to date. (1)

  4(b)      Bylaws of the Company, as amended to date. (2)

  4(c)      Certificate of Designation and Determination of Rights and
            Preferences of Cumulative Convertible Preferred Stock, Series A of
            the Company.(3)

  4(d)      Certificate of Designation, Rights and Preferences of Series B
            Convertible, Non-Redeemable Preferred Stock of the Company. (4)

  5         Opinion of McDermott, Will & Emery as to the legality of the
            securities being registered.

 23(a)      Consent of McDermott, Will & Emery (included in its opinion filed as
            Exhibit 5).

 23(b)      Consent of Ernst & Young LLP.

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


-------------------
(1)      (Incorporated herein by reference to Exhibit 3.1 to the Company's
         Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.


                                       3
<PAGE>   4


(2)      Incorporated herein by reference to Exhibit 3.2 to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1997.

(3)      Incorporated herein by reference to Exhibit 4.01 to the Company's
         Current Report on Form 8-K dated December 12, 1997.

(4)      Incorporated herein by reference to Exhibit 4.02 to the Company's
         Current Report on Form 8-K dated December 12, 1997.


ITEM 9.    UNDERTAKINGS.

         (1)      The undersigned registrant hereby undertakes:

                           (a) 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.

                           (b) That, for the purpose of determining any
                  liability under the Securities Act of 1933 (the "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.

                           (c) 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.

         (2)      Insofar as indemnification for liabilities arising under the
                  Act may be permitted to directors, officers and controlling
                  persons of the registrant pursuant to the foregoing 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
                  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.

         (3)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Act, each
                  filing of the registrant's annual report pursuant to section
                  13(a) or 15(d) of the Act (and each filing of the 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 therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof.



                                       4
<PAGE>   5


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Houston, Texas on April 21, 2000.

                           INTEGRATED ORTHOPAEDICS, INC.


                           By: /s/ Laurie Hill Gutierrez
                               -------------------------------------------------
                               Laurie Hill Gutierrez
                               Senior Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Jose E. Kauachi and Laurie Hill
Gutierrez and each of them, his true and lawful attorney-in-fact and agent, each
with full power of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each such attorney-in-fact and agent, full power and authority to do and perform
such each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement and the foregoing power of attorney have been signed
on April 21, 2000, by the following persons in the capacities indicated:

<TABLE>
<CAPTION>
                   SIGNATURES                              TITLE
<S>                                            <C>
/s/ Jose E. Kauachi                            Chairman of the Board and President
---------------------------------------          (Principal Executive Officer)
           Jose E. Kauachi


/s/ Laurie Hill Gutierrez                      Senior Vice President,
---------------------------------------        Chief Financial Officer, Secretary
        Laurie Hill Gutierrez                  and Treasurer (Principal Financial
                                               Officer and Principal Accounting
                                               Officer)
</TABLE>


                                       5
<PAGE>   6


<TABLE>
<CAPTION>
            SIGNATURES                              TITLE
<S>                                            <C>

/s/ Steven B. Gruber                           Director
--------------------------------------
         Steven B. Gruber


/s/ Scott J. Hancock                           Director
--------------------------------------
         Scott J. Hancock


/s/ Clifford R. Hinkle                         Director
--------------------------------------
         Clifford R. Hinkle


/s/ Mark A. Wolfson                            Director
--------------------------------------
         Mark A. Wolfson
</TABLE>


                                       6
<PAGE>   7


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number      Description of Exhibit
-------     ----------------------
<S>         <C>
  4(a)      Articles of Incorporation of the Company, as amended to date. (1)

  4(b)      Bylaws of the Company, as amended to date. (2)

  4(c)      Certificate of Designation and Determination of Rights and
            Preferences of Cumulative Convertible Preferred Stock, Series A of
            the Company.(3)

  4(d)      Certificate of Designation, Rights and Preferences of Series B
            Convertible, Non-Redeemable Preferred Stock of the Company. (4)

  5         Opinion of McDermott, Will & Emery as to the legality of the
            securities being registered.

 23(a)      Consent of McDermott, Will & Emery (included in its opinion filed as
            Exhibit 5).

 23(b)      Consent of Ernst & Young LLP.

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

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

(1)      (Incorporated herein by reference to Exhibit 3.1 to the Company's
         Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.

(2)      Incorporated herein by reference to Exhibit 3.2 to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1997.

(3)      Incorporated herein by reference to Exhibit 4.01 to the Company's
         Current Report on Form 8-K dated December 12, 1997.

(4)      Incorporated herein by reference to Exhibit 4.02 to the Company's
         Current Report on Form 8-K dated December 12, 1997.




                                       7
[{"type": "S-8", "sequence": "1", "description": "INTEGRATED ORTHOPAEDICS, INC.", "secsgml_size_bytes": 17314}]
{"company-data": {"conformed-name": "INTEGRATED ORTHOPEDICS INC", "cik": "0000807144", "assigned-sic": "8000", "irs-number": "760203483", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35386", "film-number": "606679"}, "business-address": {"street1": "5858 WESTHEIMER STE 500", "city": "HOUSTON", "state": "TX", "zip": "77057", "phone": "7132255464"}, "mail-address": {"street1": "THREE RIVERWAY", "street2": "STE 1430", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": [{"former-conformed-name": "DRCA MEDICAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "DOCTORS REHABILITATION CORPORATION OF AMERICA", "date-changed": "19910107"}]}
1

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

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

                   TEXAS                                      76-0203483
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)

          5858 WESTHEIMER, SUITE 500
                HOUSTON, TEXAS                                   77057
   (Address of Principal Executive Offices)                   (Zip Code)

                          INTEGRATED ORTHOPAEDICS, INC.
                  AMENDED AND RESTATED LONG TERM INCENTIVE PLAN
                            (Full title of the plan)

          LAURIE HILL GUTIERREZ                             (713) 225-5464
       SENIOR VICE PRESIDENT AND                          (Telephone number,
         CHIEF FINANCIAL OFFICER                         including area code,
       5858 WESTHEIMER, SUITE 500                        of agent for service)
          HOUSTON, TEXAS 77057
 (Name and address of agent for service)
---------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                       PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE        AMOUNT TO BE        OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
         REGISTERED                REGISTERED               SHARE*                    PRICE*            REGISTRATION FEE
----------------------------- --------------------- ------------------------ ------------------------- --------------------
Common Stock (par value         2,500,000 shares             $0.88                  $2,200,000               $580.80
$.001 per share)
----------------------------- --------------------- ------------------------ ------------------------- --------------------
*  Estimated solely for purposes of calculating the amount of the registration
   fee pursuant to Rule 457 of the Securities Act of 1933, based on the average
   of the high and low sales prices of a share of Common Stock of the Registrant
   on the American Stock Exchange on April 20, 2000.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Integrated Orthopaedics, Inc. (the
"Company"), are incorporated herein by reference:

                  The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999 (File No. 1-10677).

                  The description of the Company's Common Stock contained in the
Company's Registration Statement filed under the Securities Exchange Act of 1934
(the "Exchange Act") to register such class of securities under such Act.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

                  Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document 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.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Articles of Incorporation of the Company, together with
its Bylaws, provide that the Company shall indemnify its officers and directors,
and may indemnify its other employees and agents, to the fullest extent
permitted by law. The laws of the State of Texas permit, and in some cases
require, corporations to indemnify officers, directors, agents and employees who
are or have been a party to or are threatened to be made a party to litigation
against judgments, fines, settlements and reasonable expenses under certain
circumstances.

                                       2
3

                  The Company has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors to the fullest extent
permitted by the laws of the State of Texas. Under the Company's Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the Company or its shareholders for damages for breach of
fiduciary duty. Such limitation of liability does not affect liability for (i)
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (iii) any transaction from which the director
derived an improper personal benefit, or (iv) the payment of any unlawful
dividends.

                  Texas corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company has purchased and maintains a directors' and officers' liability policy
for such purposes.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.    EXHIBITS.
Exhibit
Number      Description of Exhibit
-------     ----------------------
4(a)      Articles of Incorporation of the Company, as amended to date. (1)

  4(b)      Bylaws of the Company, as amended to date. (2)

  4(c)      Certificate of Designation and Determination of Rights and
            Preferences of Cumulative Convertible Preferred Stock, Series A of
            the Company.(3)

  4(d)      Certificate of Designation, Rights and Preferences of Series B
            Convertible, Non-Redeemable Preferred Stock of the Company. (4)

  5         Opinion of McDermott, Will & Emery as to the legality of the
            securities being registered.

 23(a)      Consent of McDermott, Will & Emery (included in its opinion filed as
            Exhibit 5).

 23(b)      Consent of Ernst & Young LLP.

 24         Power of Attorney (included with the signature page to this
            registration statement).
-------------------
(1)      (Incorporated herein by reference to Exhibit 3.1 to the Company's
         Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.

                                       3
4

(2)      Incorporated herein by reference to Exhibit 3.2 to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1997.

(3)      Incorporated herein by reference to Exhibit 4.01 to the Company's
         Current Report on Form 8-K dated December 12, 1997.

(4)      Incorporated herein by reference to Exhibit 4.02 to the Company's
         Current Report on Form 8-K dated December 12, 1997.

ITEM 9.    UNDERTAKINGS.

         (1)      The undersigned registrant hereby undertakes:

                           (a) 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.

                           (b) That, for the purpose of determining any
                  liability under the Securities Act of 1933 (the "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.

                           (c) 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.

         (2)      Insofar as indemnification for liabilities arising under the
                  Act may be permitted to directors, officers and controlling
                  persons of the registrant pursuant to the foregoing 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
                  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.

         (3)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Act, each
                  filing of the registrant's annual report pursuant to section
                  13(a) or 15(d) of the Act (and each filing of the 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 therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof.

                                       4
5

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Houston, Texas on April 21, 2000.

                           INTEGRATED ORTHOPAEDICS, INC.

                           By: /s/ Laurie Hill Gutierrez
                               -------------------------------------------------
                               Laurie Hill Gutierrez
                               Senior Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Jose E. Kauachi and Laurie Hill
Gutierrez and each of them, his true and lawful attorney-in-fact and agent, each
with full power of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each such attorney-in-fact and agent, full power and authority to do and perform
such each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement and the foregoing power of attorney have been signed
on April 21, 2000, by the following persons in the capacities indicated:
SIGNATURES                              TITLE
/s/ Jose E. Kauachi                            Chairman of the Board and President
---------------------------------------          (Principal Executive Officer)
           Jose E. Kauachi

/s/ Laurie Hill Gutierrez                      Senior Vice President,
---------------------------------------        Chief Financial Officer, Secretary
        Laurie Hill Gutierrez                  and Treasurer (Principal Financial
                                               Officer and Principal Accounting
                                               Officer)
5
6
SIGNATURES                              TITLE
/s/ Steven B. Gruber                           Director
--------------------------------------
         Steven B. Gruber

/s/ Scott J. Hancock                           Director
--------------------------------------
         Scott J. Hancock

/s/ Clifford R. Hinkle                         Director
--------------------------------------
         Clifford R. Hinkle

/s/ Mark A. Wolfson                            Director
--------------------------------------
         Mark A. Wolfson
6
7

                                  EXHIBIT INDEX
Exhibit
Number      Description of Exhibit
-------     ----------------------
4(a)      Articles of Incorporation of the Company, as amended to date. (1)

  4(b)      Bylaws of the Company, as amended to date. (2)

  4(c)      Certificate of Designation and Determination of Rights and
            Preferences of Cumulative Convertible Preferred Stock, Series A of
            the Company.(3)

  4(d)      Certificate of Designation, Rights and Preferences of Series B
            Convertible, Non-Redeemable Preferred Stock of the Company. (4)

  5         Opinion of McDermott, Will & Emery as to the legality of the
            securities being registered.

 23(a)      Consent of McDermott, Will & Emery (included in its opinion filed as
            Exhibit 5).

 23(b)      Consent of Ernst & Young LLP.

 24         Power of Attorney (included with the signature page to this
            registration statement).
-------------------

(1)      (Incorporated herein by reference to Exhibit 3.1 to the Company's
         Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.

(2)      Incorporated herein by reference to Exhibit 3.2 to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1997.

(3)      Incorporated herein by reference to Exhibit 4.01 to the Company's
         Current Report on Form 8-K dated December 12, 1997.

(4)      Incorporated herein by reference to Exhibit 4.02 to the Company's
         Current Report on Form 8-K dated December 12, 1997.

                                       7