<PAGE>

     As filed with the Securities and Exchange Commission on June 29, 2000
                                                    Registration Number 333-____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

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

         Delaware                                               13-397-8980
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

   Two Manhattanville Road                                           10577
     Purchase, New York                                           (Zip Code)
(Address of Principal Executive Offices)

                    INTERLIANT, INC. 1998 STOCK OPTION PLAN
                   AMENDED AND RESTATED AS OF MARCH 23, 2000

                           (Full Title of the Plan)
                             Bruce S. Klein, Esq.
                    Senior Vice President, General Counsel
                                 and Secretary
                               Interliant, Inc.
                            Two Manhattanville Road
                           Purchase, New York 10577
                                (914) 640-9000
           (Name, address and telephone number of agent for service)

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

                                  Copies to:
                               E. Ann Gill, Esq.
                             Dewey Ballantine LLP
                          1301 Avenue of the Americas
                         New York, New York 10019-6092
                                (212) 259-8000

                               -------------------
<PAGE>

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

===============================================================================================================
                                                  Proposed           Proposed Maximum
   Title Of Securities To    Amount To Be      Maximum Offering      Aggregate Offering        Amount Of
      Be Registered          Registered (1)    Price Per Unit (2)       Price (2)            Registration Fee
---------------------------------------------------------------------------------------------------------------
  <S>                        <C>               <C>                   <C>                     <C>
     Common Stock,
       par value $0.01
       per share               5,288,183(3)        $20.6875              $109,399,285           $28,881
===============================================================================================================
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Interliant, Inc. Amended
         and Restated 1998 Stock Option Plan (the "Plan") by reason of any stock
         dividend, stock split, recapitalization, merger, consolidation or
         reorganization of or by the Registrant which results in an increase in
         the number of the Registrant's outstanding shares of Common Stock or
         shares issuable pursuant to the options.

(2)      In accordance with Rule 457(c) under the Securities Act of 1933, as
         amended, solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h), the maximum offering price per share is based
         on the average of the high and low prices of Interliant's Common Stock
         on June 27, 2000 ($20.6875) as reported on The Nasdaq National Market

(3)      Represents additional shares reserved for issuance upon exercise of
         stock options under the Registrant's 1998 Stock Option Plan. Shares
         issuable upon exercise of stock options under the Registrant's 1998
         Stock Option Plan were originally registered on a registration
         statement on Form S-8 (Registration No. 333-83279) filed on July 20,
         1999.

                                       2
<PAGE>

                     Registration of Additional Securities
                     -------------------------------------

          The Registrant has previously filed a registration statement on Form
S-8 (File No. 333-83279) with respect to shares of its common stock relating to
its 1998 Stock Option Plan. This registration statement is being filed with
respect to additional shares of the Registrant's common stock relating to this
plan.

          Pursuant to General Instruction E. of Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-83279) are hereby
incorporated by reference. In addition, the following information is included
herein:


                                     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 by Interliant, Inc. ("Interliant") (File No. 000-26115) are
incorporated herein by reference and made a part hereof:


     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 filed with the Securities and Exchange Commission
          (the "SEC") on March 29, 2000.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000 filed with the SEC on May 15, 2000.

     (c)  The Registrant's Current Report on Form 8-KA filed with the SEC on May
          22, 2000.

     (c)  The description of the Registrant's common stock contained in the
          Registrant's Registration Statement on Form 8-A filed with the SEC on
          May 18, 1999 under Section 12(g) of the Securities Exchange Act of
          1934, as amended, including any amendment or report filed for the
          purpose of updating such description.

          All documents filed by Interliant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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.

          The consolidated financial statements of Interliant and its
subsidiaries included in the Registration Statement for the fiscal year ended
December 31, 1999 have been incorporated herein by reference in reliance upon
the reports, also incorporated herein by reference, of Ernst

                                       3
<PAGE>

& Young LLP, independent auditors, given on their authority as experts in
auditing and accounting.

ITEM 4.  Description of Securities.

         Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

         Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

         Interliant is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnification by
Interliant of its officers and directors. The general effect of such law is to
empower a corporation to indemnify any of its officers and directors against
certain expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified 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 action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         Interliant's Amended and Restated Certificate of Incorporation
and Amended and Restated By-laws provide that Interliant shall indemnify
officers and directors and, to the extent permitted by the Board of Directors,
employees and agents of Interliant, to the full extent permitted by and in the
manner permissible under the laws of the State of Delaware. In addition, the
By-Laws permit the Board of Directors to authorize Interliant to purchase and
maintain insurance against any liability asserted against any director, officer,
employee or agent of Interliant arising out of his capacity as such.

ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

         The documents listed hereunder are filed as exhibits hereto.

                                       4
<PAGE>

Exhibit Number   Description
--------------   -----------

     4           Registrant's 1998 Amended and Restated Stock Option Plan

     5.1         Opinion and Consent of Bruce S. Klein, General Counsel of
                 Registrant.

    23.1         Consent of Bruce S. Klein, General Counsel of Registrant
                 (included in Exhibit 5 hereto).

    23.2         Consent of Ernst & Young LLP

    23.3         Consent of Deloitte & Touche LLP

    23.4         Consent of Smith Schafer & Associates, Ltd.


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; and

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

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

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

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

                                       5
<PAGE>

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 29th day of
June, 2000.

                           INTERLIANT, INC.


                           By:       /s/ HERBERT R. HRIBAR
                              --------------------------------------
                                         Herbert R. Hribar
                              President and Chief 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 dates indicated.

         Signature                   Title                               Date


  /s/ LEONARD J. FASSLER      Co-Chairman of the Board            June 29, 2000
  ----------------------
  Leonard J. Fassler

  /s/ BRADLEY A. FELD         Co-Chairman of the Board            June 29, 2000
  -------------------
  Bradley A. Feld


  /s/ HERBERT R. HRIBAR       President, Chief Executive Officer  June 29, 2000
  ---------------------       and Director
  Herbert R. Hribar


  /s/ WILLIAM A WILSON        Chief Financial Officer (Chief
  --------------------        Financial and Accounting Officer)   June 29, 2000
  William A. Wilson

  /s/ THOMAS C. DIRCKS        Director                            June 29, 2000
  --------------------
  Thomas C. Dircks

  /s/ JAY M. GATES            Director                            June 29, 2000
  ----------------
  Jay M. Gates

                                       7
<PAGE>

  /s/ MERRIL M. HALPERN       Director                            June 29, 2000
  ---------------------
  Merril M. Halpern

  /s/ JOHN P. LANDRY          Director                            June 29, 2000
  ------------------
  John P. Landry

  /s/ CHARLES R. LAX          Director                            June 29, 2000
  ------------------
  Charles R. Lax

  /s/ STEPHEN W. MAGGS        Director                            June 29, 2000
  --------------------
  Stephen W. Maggs

  /s/ PATRICIA A.M. RILEY     Director                            June 29, 2000
  -----------------------
  Patricia A.M. Riley

                                       8
<PAGE>

                                INDEX TO EXHIBITS

Exhibit Number    Description
--------------    -----------

     4            Registrant's Amended and Restated 1998 Stock Option Plan

     5.1          Opinion and Consent of Bruce S. Klein, General Counsel of
                  Registrant.

    23.1          Consent of Bruce S. Klein, General Counsel of Registrant
                  (included in Exhibit 5 hereto).

    23.2          Consent of Ernst & Young LLP

    23.3          Consent of Deloitte & Touche LLP

    23.4          Consent of Smith Schafer & Associates, Ltd.

                                       9
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16511}]
{"company-data": {"conformed-name": "INTERLIANT INC", "cik": "0001065910", "assigned-sic": "7389", "irs-number": "133978980", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40446", "film-number": "665247"}, "business-address": {"street1": "TWO MANHATTANVILLE ROAD", "city": "PURHCASE", "state": "NY", "zip": "10577", "phone": "9146409000"}, "former-company": {"former-conformed-name": "SAGE NETWORKS INC", "date-changed": "19990211"}}
As filed with the Securities and Exchange Commission on June 29, 2000
                                                    Registration Number 333-____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

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

         Delaware                                               13-397-8980
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

   Two Manhattanville Road                                           10577
     Purchase, New York                                           (Zip Code)
(Address of Principal Executive Offices)

                    INTERLIANT, INC. 1998 STOCK OPTION PLAN
                   AMENDED AND RESTATED AS OF MARCH 23, 2000

                           (Full Title of the Plan)
                             Bruce S. Klein, Esq.
                    Senior Vice President, General Counsel
                                 and Secretary
                               Interliant, Inc.
                            Two Manhattanville Road
                           Purchase, New York 10577
                                (914) 640-9000
           (Name, address and telephone number of agent for service)

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

                                  Copies to:
                               E. Ann Gill, Esq.
                             Dewey Ballantine LLP
                          1301 Avenue of the Americas
                         New York, New York 10019-6092
                                (212) 259-8000

                               -------------------
CALCULATION OF REGISTRATION FEE

===============================================================================================================
                                                  Proposed           Proposed Maximum
   Title Of Securities To    Amount To Be      Maximum Offering      Aggregate Offering        Amount Of
      Be Registered          Registered (1)    Price Per Unit (2)       Price (2)            Registration Fee
---------------------------------------------------------------------------------------------------------------
Common Stock,
       par value $0.01
       per share               5,288,183(3)        $20.6875              $109,399,285           $28,881
===============================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Interliant, Inc. Amended
         and Restated 1998 Stock Option Plan (the "Plan") by reason of any stock
         dividend, stock split, recapitalization, merger, consolidation or
         reorganization of or by the Registrant which results in an increase in
         the number of the Registrant's outstanding shares of Common Stock or
         shares issuable pursuant to the options.

(2)      In accordance with Rule 457(c) under the Securities Act of 1933, as
         amended, solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h), the maximum offering price per share is based
         on the average of the high and low prices of Interliant's Common Stock
         on June 27, 2000 ($20.6875) as reported on The Nasdaq National Market

(3)      Represents additional shares reserved for issuance upon exercise of
         stock options under the Registrant's 1998 Stock Option Plan. Shares
         issuable upon exercise of stock options under the Registrant's 1998
         Stock Option Plan were originally registered on a registration
         statement on Form S-8 (Registration No. 333-83279) filed on July 20,
         1999.

                                       2
Registration of Additional Securities
                     -------------------------------------

          The Registrant has previously filed a registration statement on Form
S-8 (File No. 333-83279) with respect to shares of its common stock relating to
its 1998 Stock Option Plan. This registration statement is being filed with
respect to additional shares of the Registrant's common stock relating to this
plan.

          Pursuant to General Instruction E. of Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-83279) are hereby
incorporated by reference. In addition, the following information is included
herein:

                                     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 by Interliant, Inc. ("Interliant") (File No. 000-26115) are
incorporated herein by reference and made a part hereof:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 filed with the Securities and Exchange Commission
          (the "SEC") on March 29, 2000.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000 filed with the SEC on May 15, 2000.

     (c)  The Registrant's Current Report on Form 8-KA filed with the SEC on May
          22, 2000.

     (c)  The description of the Registrant's common stock contained in the
          Registrant's Registration Statement on Form 8-A filed with the SEC on
          May 18, 1999 under Section 12(g) of the Securities Exchange Act of
          1934, as amended, including any amendment or report filed for the
          purpose of updating such description.

          All documents filed by Interliant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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.

          The consolidated financial statements of Interliant and its
subsidiaries included in the Registration Statement for the fiscal year ended
December 31, 1999 have been incorporated herein by reference in reliance upon
the reports, also incorporated herein by reference, of Ernst

                                       3
& Young LLP, independent auditors, given on their authority as experts in
auditing and accounting.

ITEM 4.  Description of Securities.

         Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

         Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

         Interliant is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnification by
Interliant of its officers and directors. The general effect of such law is to
empower a corporation to indemnify any of its officers and directors against
certain expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified 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 action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         Interliant's Amended and Restated Certificate of Incorporation
and Amended and Restated By-laws provide that Interliant shall indemnify
officers and directors and, to the extent permitted by the Board of Directors,
employees and agents of Interliant, to the full extent permitted by and in the
manner permissible under the laws of the State of Delaware. In addition, the
By-Laws permit the Board of Directors to authorize Interliant to purchase and
maintain insurance against any liability asserted against any director, officer,
employee or agent of Interliant arising out of his capacity as such.

ITEM 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

         The documents listed hereunder are filed as exhibits hereto.

                                       4
Exhibit Number   Description
--------------   -----------

     4           Registrant's 1998 Amended and Restated Stock Option Plan

     5.1         Opinion and Consent of Bruce S. Klein, General Counsel of
                 Registrant.

    23.1         Consent of Bruce S. Klein, General Counsel of Registrant
                 (included in Exhibit 5 hereto).

    23.2         Consent of Ernst & Young LLP

    23.3         Consent of Deloitte & Touche LLP

    23.4         Consent of Smith Schafer & Associates, Ltd.

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; and

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

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

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

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

                                       5
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 29th day of
June, 2000.

                           INTERLIANT, INC.

                           By:       /s/ HERBERT R. HRIBAR
                              --------------------------------------
                                         Herbert R. Hribar
                              President and Chief 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 dates indicated.

         Signature                   Title                               Date

  /s/ LEONARD J. FASSLER      Co-Chairman of the Board            June 29, 2000
  ----------------------
  Leonard J. Fassler

  /s/ BRADLEY A. FELD         Co-Chairman of the Board            June 29, 2000
  -------------------
  Bradley A. Feld

  /s/ HERBERT R. HRIBAR       President, Chief Executive Officer  June 29, 2000
  ---------------------       and Director
  Herbert R. Hribar

  /s/ WILLIAM A WILSON        Chief Financial Officer (Chief
  --------------------        Financial and Accounting Officer)   June 29, 2000
  William A. Wilson

  /s/ THOMAS C. DIRCKS        Director                            June 29, 2000
  --------------------
  Thomas C. Dircks

  /s/ JAY M. GATES            Director                            June 29, 2000
  ----------------
  Jay M. Gates

                                       7
/s/ MERRIL M. HALPERN       Director                            June 29, 2000
  ---------------------
  Merril M. Halpern

  /s/ JOHN P. LANDRY          Director                            June 29, 2000
  ------------------
  John P. Landry

  /s/ CHARLES R. LAX          Director                            June 29, 2000
  ------------------
  Charles R. Lax

  /s/ STEPHEN W. MAGGS        Director                            June 29, 2000
  --------------------
  Stephen W. Maggs

  /s/ PATRICIA A.M. RILEY     Director                            June 29, 2000
  -----------------------
  Patricia A.M. Riley

                                       8
INDEX TO EXHIBITS

Exhibit Number    Description
--------------    -----------

     4            Registrant's Amended and Restated 1998 Stock Option Plan

     5.1          Opinion and Consent of Bruce S. Klein, General Counsel of
                  Registrant.

    23.1          Consent of Bruce S. Klein, General Counsel of Registrant
                  (included in Exhibit 5 hereto).

    23.2          Consent of Ernst & Young LLP

    23.3          Consent of Deloitte & Touche LLP

    23.4          Consent of Smith Schafer & Associates, Ltd.

                                       9