<PAGE>   1
      As filed with the Securities and Exchange Commission on June 2, 2000

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          Sunrise Assisted Living, Inc.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
          -------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   54-1746596
                       -----------------------------------
                      (I.R.S. employer identification no.)

                      7902 Westpark Drive, McLean, VA 22102
               (Address of principal executive offices)(Zip code)

                             2000 Stock Option Plan
                            -------------------------
                            (Full title of the plan)

                           Thomas B. Newell, President
                          Sunrise Assisted Living, Inc.
                      7902 Westpark Drive, McLean, VA 22102
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (703) 273-7500
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            George P. Barsness, Esq.
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5600

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Title of securities                          Amount to be          Proposed maximum offering price
  to be registered                            registered                      per share
------------------------------------------------------------------------------------------------------
<S>                                         <C>                             <C>
Common Stock,
par value $.01 per share                        500,000                       $17.31 (1)
------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Title of securities                        Proposed maximum aggregate
  to be registered                               offering price            Amount of registration fee
------------------------------------------------------------------------------------------------------
<S>                                              <C>                                <C>
Common Stock,
par value $.01 per share                          $8,655,000 (1)                      $2,285
------------------------------------------------------------------------------------------------------
</TABLE>

       (1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, as of May 30, 2000 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 8


<PAGE>   2



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates by
reference into this registration statement the following documents:

       (a)    The Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1999;

       (b)    The Registrant's Form 10-Q for the quarter ended March 31, 2000;

       (c)    The Registrant's Form 8-K dated March 9, 2000;

       (d)    The description of the Registrant's common stock, par value $.01
              per share (the "Common Stock"), contained in the Registrant's Form
              8-A filed with the Commission on May 28, 1996; and

       (e)    All documents filed by the Registrant subsequent to the date
              hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
              Securities Exchange Act of 1934, prior to the filing of a
              post-effective amendment which indicates that all securities
              offered have been sold or which deregisters all securities
              remaining unsold, which documents will be part of the registration
              statement from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).




                                      -2-
<PAGE>   3



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Under Section 145 of the Delaware General Corporation Law (the "Delaware
Law"), a corporation may indemnify its directors, officers, employees and agents
and its former directors, officers, employees and agents and those who serve, at
the corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware Law
provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful. In
addition, the Delaware Law does not permit indemnification in an action or suit
by or in the right of the corporation, where such person has been adjudged
liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.

       The Registrant's Amended and Restated By-laws (the "By-laws") provide for
mandatory indemnification of directors and officers generally to the same extent
authorized by the Delaware Law. Under the By-laws, the Registrant must advance
expenses incurred by an officer or director in defending any such action if the
director or officer undertakes to repay such amount if it is determined that he
or she is not entitled to indemnification.

       The Registrant has entered into separate indemnification agreements with
its directors and officers. Each indemnification agreement provides for, among
other things: (i) indemnification against any and all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, taxes, penalties and
amounts paid in settlement) of any claim against an indemnified party unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.

       The Registrant also maintains directors' and officers' liability
insurance.

                                    * * * * *

       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 Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for


                                      -3-
<PAGE>   4



indemnification against such liabilities (other than the payment by the
Registrant of the expenses incurred or paid by a director, officer or
controlling person of the Registrant of 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 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>


Exhibit
Number                              Description
-------                             -----------
<S>                           <C>
   5                          Opinion of Hogan & Hartson L.L.P. regarding the legality of
                              the shares being registered.

   23.1                       Consent of Ernst & Young LLP

   23.2                       Consent of Hogan & Hartson L.L.P.
                             (See Exhibit 5)
</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:

                     (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.


                                      -4-
<PAGE>   5


provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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 15(d) of the Securities Exchange Act of 1934 (and, where
              applicable, each filing of an employee benefit plan's annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934) that is incorporated by reference in the registration
              statement shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of
              such securities at that time shall be deemed to be the initial
              bona fide offering thereof.

       (c)    The undertaking concerning indemnification is set forth under the
              response to Item 6.


                                      -5-
<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 County of Fairfax, Commonwealth of Virginia, on this 2nd day
of June, 2000.

                                                SUNRISE ASSISTED LIVING, INC.

                                                By: /s/ Paul J. Klaassen
                                                   ----------------------------
                                                    Paul J. Klaassen
                                                    Chairman of the Board and
                                                    Chief Executive Officer
                                                   (Principal Executive Officer)

       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 date indicated.

<TABLE>
<CAPTION>


SIGNATURE                                         TITLE                              DATE

<S>                                  <C>                                            <C>
/s/ Paul J. Klaassen
----------------------
Paul J. Klaassen                      Chairman of the Board                          June 2, 2000
                                      and Chief Executive Officer
                                      (Principal Executive Officer)

/s/ Larry E. Hulse
----------------------
Larry E. Hulse                        Chief Financial Officer                        June 2, 2000
                                      (Principal Financial Officer and
                                      Principal Accounting Officer)

/s/ David W. Faeder
----------------------
David W. Faeder                       Director                                       June 2, 2000

/s/ Teresa M. Klaassen
----------------------
Teresa M. Klaassen                    Director                                       June 2, 2000

</TABLE>


                                      -6-
<PAGE>   7



<TABLE>
<CAPTION>
         SIGNATURE                  TITLE              DATE
<S>                                 <C>                <C>
/s/ Ronald V. Aprahamian
------------------------
Ronald V. Aprahamian                Director           June 2, 2000

/s/ David G. Bradley
------------------------
David G. Bradley                    Director           June 2, 2000

/s/ Thomas J. Donohue
------------------------
Thomas J. Donohue                   Director           June 2, 2000

/s/ Craig R. Callen
------------------------
Craig R. Callen                     Director           June 2, 2000

/s/ Peter A. Klisares
------------------------
Peter A. Klisares                   Director           June 2, 2000

/s/ Douglas Holladay
------------------------
Douglas Holladay                    Director           June 2, 2000
</TABLE>

                                      -7-
<PAGE>   8

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit
Number                              Description                                                 Page
-------                             -----------                                                 ----
<S>                           <C>                                                              <C>
    5                          Opinion of Hogan & Hartson L.L.P. regarding
                               the legality of the shares being registered.

    23.1                       Consent of Ernst & Young LLP

    23.2                       Consent of Hogan & Hartson L.L.P.
                               (See Exhibit 5)
</TABLE>


                                     -8-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17803}]
{"company-data": {"conformed-name": "SUNRISE ASSISTED LIVING INC", "cik": "0001011064", "assigned-sic": "8050", "irs-number": "541746596", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38432", "film-number": "648492"}, "business-address": {"street1": "7902 WESTPARK DR", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7032737500"}, "mail-address": {"street1": "7902 WESTPARK DR", "city": "MCLEAN", "state": "VA", "zip": "22102"}}
1
      As filed with the Securities and Exchange Commission on June 2, 2000

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          Sunrise Assisted Living, Inc.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
          -------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   54-1746596
                       -----------------------------------
                      (I.R.S. employer identification no.)

                      7902 Westpark Drive, McLean, VA 22102
               (Address of principal executive offices)(Zip code)

                             2000 Stock Option Plan
                            -------------------------
                            (Full title of the plan)

                           Thomas B. Newell, President
                          Sunrise Assisted Living, Inc.
                      7902 Westpark Drive, McLean, VA 22102
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (703) 273-7500
           ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            George P. Barsness, Esq.
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5600

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
Title of securities                          Amount to be          Proposed maximum offering price
  to be registered                            registered                      per share
------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share                        500,000                       $17.31 (1)
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Title of securities                        Proposed maximum aggregate
  to be registered                               offering price            Amount of registration fee
------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share                          $8,655,000 (1)                      $2,285
------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, as of May 30, 2000 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 8
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates by
reference into this registration statement the following documents:

       (a)    The Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1999;

       (b)    The Registrant's Form 10-Q for the quarter ended March 31, 2000;

       (c)    The Registrant's Form 8-K dated March 9, 2000;

       (d)    The description of the Registrant's common stock, par value $.01
              per share (the "Common Stock"), contained in the Registrant's Form
              8-A filed with the Commission on May 28, 1996; and

       (e)    All documents filed by the Registrant subsequent to the date
              hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
              Securities Exchange Act of 1934, prior to the filing of a
              post-effective amendment which indicates that all securities
              offered have been sold or which deregisters all securities
              remaining unsold, which documents will be part of the registration
              statement from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

                                      -2-
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Under Section 145 of the Delaware General Corporation Law (the "Delaware
Law"), a corporation may indemnify its directors, officers, employees and agents
and its former directors, officers, employees and agents and those who serve, at
the corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware Law
provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful. In
addition, the Delaware Law does not permit indemnification in an action or suit
by or in the right of the corporation, where such person has been adjudged
liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.

       The Registrant's Amended and Restated By-laws (the "By-laws") provide for
mandatory indemnification of directors and officers generally to the same extent
authorized by the Delaware Law. Under the By-laws, the Registrant must advance
expenses incurred by an officer or director in defending any such action if the
director or officer undertakes to repay such amount if it is determined that he
or she is not entitled to indemnification.

       The Registrant has entered into separate indemnification agreements with
its directors and officers. Each indemnification agreement provides for, among
other things: (i) indemnification against any and all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, taxes, penalties and
amounts paid in settlement) of any claim against an indemnified party unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.

       The Registrant also maintains directors' and officers' liability
insurance.

                                    * * * * *

       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 Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for

                                      -3-
4

indemnification against such liabilities (other than the payment by the
Registrant of the expenses incurred or paid by a director, officer or
controlling person of the Registrant of 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 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
Number                              Description
-------                             -----------
5                          Opinion of Hogan & Hartson L.L.P. regarding the legality of
                              the shares being registered.

   23.1                       Consent of Ernst & Young LLP

   23.2                       Consent of Hogan & Hartson L.L.P.
                             (See Exhibit 5)
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.

                                      -4-
5

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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 15(d) of the Securities Exchange Act of 1934 (and, where
              applicable, each filing of an employee benefit plan's annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934) that is incorporated by reference in the registration
              statement shall be deemed to be a new registration statement
              relating to the securities offered therein, and the offering of
              such securities at that time shall be deemed to be the initial
              bona fide offering thereof.

       (c)    The undertaking concerning indemnification is set forth under the
              response to Item 6.

                                      -5-
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 County of Fairfax, Commonwealth of Virginia, on this 2nd day
of June, 2000.

                                                SUNRISE ASSISTED LIVING, INC.

                                                By: /s/ Paul J. Klaassen
                                                   ----------------------------
                                                    Paul J. Klaassen
                                                    Chairman of the Board and
                                                    Chief Executive Officer
                                                   (Principal Executive Officer)

       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 date indicated.
SIGNATURE                                         TITLE                              DATE
/s/ Paul J. Klaassen
----------------------
Paul J. Klaassen                      Chairman of the Board                          June 2, 2000
                                      and Chief Executive Officer
                                      (Principal Executive Officer)

/s/ Larry E. Hulse
----------------------
Larry E. Hulse                        Chief Financial Officer                        June 2, 2000
                                      (Principal Financial Officer and
                                      Principal Accounting Officer)

/s/ David W. Faeder
----------------------
David W. Faeder                       Director                                       June 2, 2000

/s/ Teresa M. Klaassen
----------------------
Teresa M. Klaassen                    Director                                       June 2, 2000
-6-
7
SIGNATURE                  TITLE              DATE
/s/ Ronald V. Aprahamian
------------------------
Ronald V. Aprahamian                Director           June 2, 2000

/s/ David G. Bradley
------------------------
David G. Bradley                    Director           June 2, 2000

/s/ Thomas J. Donohue
------------------------
Thomas J. Donohue                   Director           June 2, 2000

/s/ Craig R. Callen
------------------------
Craig R. Callen                     Director           June 2, 2000

/s/ Peter A. Klisares
------------------------
Peter A. Klisares                   Director           June 2, 2000

/s/ Douglas Holladay
------------------------
Douglas Holladay                    Director           June 2, 2000
-7-
8

                                 EXHIBIT INDEX
Exhibit
Number                              Description                                                 Page
-------                             -----------                                                 ----
5                          Opinion of Hogan & Hartson L.L.P. regarding
                               the legality of the shares being registered.

    23.1                       Consent of Ernst & Young LLP

    23.2                       Consent of Hogan & Hartson L.L.P.
                               (See Exhibit 5)
-8-