<PAGE>   1

     As filed with the Securities and Exchange Commission on May 29, 2001.
                                                     Registration No. 333-_____.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                ZIXIT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Texas                                       75-2216818
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                    Identification No.)


                                                       Steve M. York
     2711 N. Haskell Avenue                        2711 N. Haskell Avenue
       Suite 2850, LB 36                              Suite 2850, LB 36
    Dallas, Texas 75204-2911                      Dallas, Texas 75204-2911
                                                        (214) 515-7300
 (Address, including zip code,               (Name, address, including zip code,
of principal executive offices)            and telephone number, including area
                                                code, of agent for service)


                    ZIXIT CORPORATION STOCK OPTION AGREEMENT
                                       AND
                ZIXIT CORPORATION 2001 EMPLOYEE STOCK OPTION PLAN

                            (FULL TITLE OF THE PLANS)
                          ----------------------------

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                       PROPOSED                PROPOSED
        TITLE OF                 AMOUNT                MAXIMUM                  MAXIMUM                AMOUNT OF
       SECURITIES                 TO BE             OFFERING PRICE             AGGREGATE             REGISTRATION
    TO BE REGISTERED          REGISTERED(1)            PER SHARE             OFFERING PRICE               FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
 Common Stock, $.01 par      500,000 Shares              $11.85               $5,925,000              $1,481.25
         value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1)      Securities being registered consist of 200,000 shares issuable upon
         exercise of options granted to Steve Gersten, a ZixIt employee, in
         connection with Mr. Gersten's initial employment with ZixIt. Applicable
         provisions of the ZixIt Corporation 1995 Long-Term Incentive Plan (the
         "1995 Plan") are incorporated into Mr. Gersten's stock option agreement
         (the "Stock Option Agreement"). Securities being registered also
         consist of 300,000 shares issuable upon exercise of options under the
         ZixIt Corporation 2001 Employee Stock Option Plan (the "2001 Plan") as
         of May 29, 2001. Pursuant to Rule 416(c) under the Securities Act of
         1933, as amended (the "Securities Act"), this Registration Statement
         also covers any additional shares of Common Stock that may be issuable
         pursuant to the anti-dilution provisions of the Stock Option Agreement,
         the 1995 Plan and the 2001 Plan.

(2)      Estimated solely for the purpose of calculating the registration fee.
         The registration fee has been calculated in accordance with Rules
         457(c) and 457(h) under the Securities Act on the basis of the average
         of the high and low prices of the Common Stock as quoted on the NASDAQ
         National Market System on May 21, 2001, which was $11.85.


<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K, including audited
financial statements, for the Registrant's fiscal year ended December 31, 2000;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and

         (c) A description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on September 25, 1989, including any amendment or report
filed for the purpose of updating such description.

         All reports or other documents subsequently filed by the Registrant
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 automatically update and supersede the information contained in
this Registration Statement.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference 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 document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such earlier statement. Any 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.

         As permitted by the Texas Business Corporation Act, the Registrant's
Articles of Incorporation provide that directors of the Registrant shall not be
personally liable to the


                                      II-2
<PAGE>   3


Registrant or its shareholders for monetary damages for breach of fiduciary duty
as a director, except for liability for (i) any breach of the director's duty of
loyalty to the Registrant or its shareholders, (ii) any act or omission not in
good faith or which involves intentional misconduct or a knowing violation of
law, (iii) any transaction from which the director derived any improper personal
benefit, (iv) any act or omission where the liability of the director is
expressly provided by statute, or (v) any act related to an unlawful stock
repurchase or payment of a dividend. In addition, the Registrant's Articles of
Incorporation and Bylaws include certain provisions permitted by the Texas
Business Corporation Act whereby directors, officers, employees, and agents of
the Registrant generally are to be indemnified against certain liabilities to
the fullest extent authorized by the Texas Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.

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;

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

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
         apply if 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 Exchange
         Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement


                                      II-3
<PAGE>   4


         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, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 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 Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                      II-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 the City of Dallas, State of Texas on May 29, 2001.


                                    ZIXIT CORPORATION



                                    By:   /s/ Steve M. York
                                          --------------------------------------
                                          Steve M. York
                                          Senior Vice President, Chief Financial
                                          Officer and Treasurer



                                      II-5
<PAGE>   6


                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints David P. Cook and Steve M.
York, and each of them acting individually, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for and in the
name, place and stead of the undersigned, in any and all capacities to sign and
file with the Securities and Exchange Commission under the Securities Act of
1933, any and all amendments and exhibits to this Registration Statement, any
and all supplemental registration statements (including post-effective
amendments), and any and all applications, instruments and other documents to be
filed with the Securities and Exchange Commission pertaining to the registration
of the securities covered hereby or the transactions contemplated herein.

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

<TABLE>
<CAPTION>
      SIGNATURE                             TITLE                          DATE
      ---------                             -----                          ----
<S>                                 <C>                                <C>
/s/ David P. Cook                   President, Chief                   May 29, 2001
---------------------------         Executive Officer and
(David P. Cook)                     Director (Principal Executive
                                    Officer)

/s/ Steve M. York                   Senior Vice President,             May 29, 2001
---------------------------         Chief Financial Officer
(Steve M. York)                     and Treasurer (Principal
                                    Financial and Accounting
                                    Officer)

/s/ H. Wayne Huizenga               Vice Chairman and Director         May 29, 2001
---------------------------
(H. Wayne Huizenga)

/s/ Michael E. Keane                Director                           May 29, 2001
---------------------------
(Michael E. Keane)

/s/ James S. Marston                Director                           May 29, 2001
---------------------------
(James S. Marston)

/s/ Jeffrey P. Papows               Chairman and Director              May 29, 2001
---------------------------
(Jeffrey P. Papows)

/s/ Antonio R. Sanchez, Jr.         Director                           May 29, 2001
---------------------------
(Antonio R. Sanchez, Jr.)

/s/ Dr. Ben G. Streetman            Director                           May 29, 2001
---------------------------
(Dr. Ben G. Streetman)
</TABLE>


                                      II-6
<PAGE>   7


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION
-------  -----------
<S>      <C>
4.1*     Stock Option Agreement, effective as of January 9, 2001, between Steve
         Gersten and the Registrant.

4.2      1995 Long-Term Incentive Plan of the Registrant (Amended and Restated
         as of September 20, 2000). Filed under Exhibit 10.3 to the Registrant's
         Quarterly Report on Form 10-Q for the quarterly period ended September
         30, 2000, and incorporated herein by reference.

4.3      2001 Employee Stock Option Plan of the Registrant, dated May 4, 2001.
         Filed under Exhibit 10.1 to the Registrant's Quarterly Report on Form
         10-Q for the quarterly period ended March 31, 2001, and incorporated
         herein by reference.

5.1*     Opinion of Ronald A. Woessner as to the validity of the securities
         being registered.

23.1     Consent of Ronald A. Woessner (included in his opinion filed as Exhibit
         5.1).

23.2*    Consent of Ernst & Young LLP.

24.1     Power of Attorney (included in Part II of this Registration Statement).
</TABLE>

----------
*Filed electronically herewith.


                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "d87958s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16470}]
{"company-data": {"conformed-name": "ZIXIT CORP", "cik": "0000855612", "assigned-sic": "7370", "irs-number": "752216818", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61822", "film-number": "1649913"}, "business-address": {"street1": "ONE GALLERIA TOWER", "street2": "13355 NOEL RD  STE 1555", "city": "DALLAS", "state": "TX", "zip": "75240-6604", "phone": "9727027055"}, "mail-address": {"street1": "ONE GALLERIA TOWER", "street2": "13355 NOEL RD  STE 1555", "city": "DALLAS", "state": "TX", "zip": "75240-6604"}, "former-company": [{"former-conformed-name": "CUSTOMTRACKS CORP /TX/", "date-changed": "19980904"}, {"former-conformed-name": "AMTECH CORP", "date-changed": "19920703"}]}
1

     As filed with the Securities and Exchange Commission on May 29, 2001.
                                                     Registration No. 333-_____.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                ZIXIT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Texas                                       75-2216818
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                    Identification No.)

                                                       Steve M. York
     2711 N. Haskell Avenue                        2711 N. Haskell Avenue
       Suite 2850, LB 36                              Suite 2850, LB 36
    Dallas, Texas 75204-2911                      Dallas, Texas 75204-2911
                                                        (214) 515-7300
 (Address, including zip code,               (Name, address, including zip code,
of principal executive offices)            and telephone number, including area
                                                code, of agent for service)

                    ZIXIT CORPORATION STOCK OPTION AGREEMENT
                                       AND
                ZIXIT CORPORATION 2001 EMPLOYEE STOCK OPTION PLAN

                            (FULL TITLE OF THE PLANS)
                          ----------------------------

                         CALCULATION OF REGISTRATION FEE
PROPOSED                PROPOSED
        TITLE OF                 AMOUNT                MAXIMUM                  MAXIMUM                AMOUNT OF
       SECURITIES                 TO BE             OFFERING PRICE             AGGREGATE             REGISTRATION
    TO BE REGISTERED          REGISTERED(1)            PER SHARE             OFFERING PRICE               FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $.01 par      500,000 Shares              $11.85               $5,925,000              $1,481.25
         value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1)      Securities being registered consist of 200,000 shares issuable upon
         exercise of options granted to Steve Gersten, a ZixIt employee, in
         connection with Mr. Gersten's initial employment with ZixIt. Applicable
         provisions of the ZixIt Corporation 1995 Long-Term Incentive Plan (the
         "1995 Plan") are incorporated into Mr. Gersten's stock option agreement
         (the "Stock Option Agreement"). Securities being registered also
         consist of 300,000 shares issuable upon exercise of options under the
         ZixIt Corporation 2001 Employee Stock Option Plan (the "2001 Plan") as
         of May 29, 2001. Pursuant to Rule 416(c) under the Securities Act of
         1933, as amended (the "Securities Act"), this Registration Statement
         also covers any additional shares of Common Stock that may be issuable
         pursuant to the anti-dilution provisions of the Stock Option Agreement,
         the 1995 Plan and the 2001 Plan.

(2)      Estimated solely for the purpose of calculating the registration fee.
         The registration fee has been calculated in accordance with Rules
         457(c) and 457(h) under the Securities Act on the basis of the average
         of the high and low prices of the Common Stock as quoted on the NASDAQ
         National Market System on May 21, 2001, which was $11.85.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K, including audited
financial statements, for the Registrant's fiscal year ended December 31, 2000;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and

         (c) A description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on September 25, 1989, including any amendment or report
filed for the purpose of updating such description.

         All reports or other documents subsequently filed by the Registrant
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 automatically update and supersede the information contained in
this Registration Statement.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference 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 document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such earlier statement. Any 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.

         As permitted by the Texas Business Corporation Act, the Registrant's
Articles of Incorporation provide that directors of the Registrant shall not be
personally liable to the

                                      II-2
3

Registrant or its shareholders for monetary damages for breach of fiduciary duty
as a director, except for liability for (i) any breach of the director's duty of
loyalty to the Registrant or its shareholders, (ii) any act or omission not in
good faith or which involves intentional misconduct or a knowing violation of
law, (iii) any transaction from which the director derived any improper personal
benefit, (iv) any act or omission where the liability of the director is
expressly provided by statute, or (v) any act related to an unlawful stock
repurchase or payment of a dividend. In addition, the Registrant's Articles of
Incorporation and Bylaws include certain provisions permitted by the Texas
Business Corporation Act whereby directors, officers, employees, and agents of
the Registrant generally are to be indemnified against certain liabilities to
the fullest extent authorized by the Texas Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.

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;

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

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
         apply if 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 Exchange
         Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement

                                      II-3
4

         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, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 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 Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-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 the City of Dallas, State of Texas on May 29, 2001.

                                    ZIXIT CORPORATION

                                    By:   /s/ Steve M. York
                                          --------------------------------------
                                          Steve M. York
                                          Senior Vice President, Chief Financial
                                          Officer and Treasurer

                                      II-5
6

                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints David P. Cook and Steve M.
York, and each of them acting individually, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for and in the
name, place and stead of the undersigned, in any and all capacities to sign and
file with the Securities and Exchange Commission under the Securities Act of
1933, any and all amendments and exhibits to this Registration Statement, any
and all supplemental registration statements (including post-effective
amendments), and any and all applications, instruments and other documents to be
filed with the Securities and Exchange Commission pertaining to the registration
of the securities covered hereby or the transactions contemplated herein.

         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/ David P. Cook                   President, Chief                   May 29, 2001
---------------------------         Executive Officer and
(David P. Cook)                     Director (Principal Executive
                                    Officer)

/s/ Steve M. York                   Senior Vice President,             May 29, 2001
---------------------------         Chief Financial Officer
(Steve M. York)                     and Treasurer (Principal
                                    Financial and Accounting
                                    Officer)

/s/ H. Wayne Huizenga               Vice Chairman and Director         May 29, 2001
---------------------------
(H. Wayne Huizenga)

/s/ Michael E. Keane                Director                           May 29, 2001
---------------------------
(Michael E. Keane)

/s/ James S. Marston                Director                           May 29, 2001
---------------------------
(James S. Marston)

/s/ Jeffrey P. Papows               Chairman and Director              May 29, 2001
---------------------------
(Jeffrey P. Papows)

/s/ Antonio R. Sanchez, Jr.         Director                           May 29, 2001
---------------------------
(Antonio R. Sanchez, Jr.)

/s/ Dr. Ben G. Streetman            Director                           May 29, 2001
---------------------------
(Dr. Ben G. Streetman)
II-6
7

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER   DESCRIPTION
-------  -----------
4.1*     Stock Option Agreement, effective as of January 9, 2001, between Steve
         Gersten and the Registrant.

4.2      1995 Long-Term Incentive Plan of the Registrant (Amended and Restated
         as of September 20, 2000). Filed under Exhibit 10.3 to the Registrant's
         Quarterly Report on Form 10-Q for the quarterly period ended September
         30, 2000, and incorporated herein by reference.

4.3      2001 Employee Stock Option Plan of the Registrant, dated May 4, 2001.
         Filed under Exhibit 10.1 to the Registrant's Quarterly Report on Form
         10-Q for the quarterly period ended March 31, 2001, and incorporated
         herein by reference.

5.1*     Opinion of Ronald A. Woessner as to the validity of the securities
         being registered.

23.1     Consent of Ronald A. Woessner (included in his opinion filed as Exhibit
         5.1).

23.2*    Consent of Ernst & Young LLP.

24.1     Power of Attorney (included in Part II of this Registration Statement).
----------
*Filed electronically herewith.

                                      II-7