<PAGE>   1
   As filed with the Securities and Exchange Commission on December 21, 1998

                                                          Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   DIDAX INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                     54-1831588
             ----------                                  -------------
       (State or other jurisdiction of                   (I.R.S. Employer
     of incorporation or organization)                 Identification No.)

                                    Address
                                   ---------
                            4206 F Technology Court
                              Chantilly, VA 20151
                                 (703) 968-4808
         (Address and telephone number of principal executive offices)

                       DIDAX INC. 1997 STOCK OPTION PLAN
    ---------------------------------------------------------------------------
                              (Full title of plan)

                                Willam M. Parker
                            4206 F Technology Court
                   Chantilly, VA 20151  (703)968-4808 Ext. 13
           (Name, address and telephone number of agent for service)

                                   Copies to:
                            Charles J. Rennert, Esq.
                          Berman Wolfe & Rennert, P.A.
                         NationsBank Tower, 35th Floor
             100 Southeast Second Street, Miami, Florida 33131-2130
                                 305-577-4171


                                     CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum          Proposed
Title of Securities             Amount to         Offering Price      Maximum Aggregate        Amount of
to be Registered              be Registered        Per Share(1)       Offering Price (1)    Registration Fee
------------------------------------------------------------------------------------------------------------
Common Stock
  <S>                           <C>                 <C>                  <C>                    <C>
  par value $.01 per share      2,057,937           $9.0313              $18,585,846            $5,483(1)
                                                    
</TABLE>

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

(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Registrant's Common
Stock as reported on the Nasdaq SmallCap Market on December 14, 1998, the
latest practicable date prior to the filing of this Registration Statement.


<PAGE>   2

                                    PREFACE

In April 1997, the Board of Directors adopted, and the stockholders approved
the Company's 1997 Stock Option Plan (the "Option Plan").  The purpose of the
Option Plan is to advance the interests of the Company by providing an
opportunity to its directors, employees and consultants, including ministry
partners, to purchase shares of the Company's Common Stock.  By encouraging
stock ownership, the Company seeks to attract, retain and motivate directors,
employees and consultants.  The Option Plan provides for the grant of (i)
incentive stock options ("Incentive Options") as described in Section 422A of
the Internal Revenue Code of 1986, as amended (the "Code"); (ii) nonqualified
stock options ("Nonqualified Options," and, together with the Incentive
Options, the "Options"); and (iii) rights to purchase shares of Common Stock
("Restricted Stock") of the Company pursuant to restricted stock agreements and
subscription agreements.  The Option Plan is administered by the Board of
Directors, or at its discretion, by a committee which is appointed by the Board
to perform such function.   Under the terms of the Option Plan, the exercise
price for Incentive Options may not be less than the fair market value of the
underlying stock at the time the Incentive Option is granted.

The purpose of this Registration Statement is to provide for the registration
of shares of the Registrant's Common Stock, par value $.01 per share (the
"Common Stock), issuable upon the exercise of the stock options under the Plan.


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


*ITEM 1.  Plan Information.

*ITEM 2.  Registrant Information and Employee Plan Annual Information.

__________________

* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.





                                       1
<PAGE>   3





                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference.

         The following documents, filed by the Registrant with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement:

(1)      The description of the Registrant's Common Stock, par value $.01 per
         share, contained in the Registrant's Form SB-2, declared effective by
         the Commission on September 24, 1997 and Post-Effective Amendment No.
         1 to this Form SB-2 dated July 29, 1998 (Registration No. 333-25937).

(2)      The Registrant's Annual Report on Form 10-KSB for the fiscal year
         ended December 31, 1997, filed with the Commission on March 31, 1998.

(3)      The Registrant's Proxy Statement on Schedule 14A as filed with the
         Commission on April 10, 1998 (Registration No. 000-22847).

(4)      The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
         September 30, 1998, filed with the Commission on November 10, 1998.

(5)      The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
         June 30, 1998, filed with the Commission on August 14, 1998.

(6)      The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
         March 31, 1998, filed with the Commission on May 15, 1998.

         In addition, all reports and 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 have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and made a part
hereof from the date of filing of such documents.  Any statements contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement except as so modified or superseded.

ITEM 4.  Description of Securities.

      Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

      Not applicable.

                                       2
<PAGE>   4

ITEM 6.  Indemnification of Directors and Officers.

         To the fullest extent permitted by Delaware statutory or decisional
law, as amended or interpreted, no director of this Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.  This does not affect the
availability of equitable remedies for breach of fiduciary duties.

         The Corporation shall, to the fullest extent legally permissible,
indemnify (fully or, if not possible, partially) each of its directors and
officers, and persons who serve at its request as directors or officers of
another organization in which it owns shares or of which it is a creditor,
against all liabilities (including expenses) imposed upon or reasonably
incurred by him in connection with any action, suit or other proceeding, civil
or criminal (including investigations, audits, the activities of, or service
upon special committees of the board) in which he may be involved or with which
he may be threatened, while in office or thereafter, by reason of his acts or
omissions as such director or officer, unless in any proceeding he shall be
finally adjudged not to have acted in good faith in the reasonable belief that
his action was in the best interest of the Corporation; provided, however, that
such indemnification shall not cover liabilities in connection with any matter
which shall be disposed of through a compromise payment by such director or
officer, pursuant to a consent decree or otherwise, unless such compromise
shall be approved as in the best interest of the Corporation, after notice that
it involved such indemnification, (a) by a vote of the directors in which no
interested director participates, or (b) by a vote or the written approval of
the holders of a majority of the outstanding stock at the time having the right
to vote for directors, not counting as outstanding any stock owned by any
interested director or officer.  Such indemnification may include payment by
the Corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under these
provisions.  The rights of indemnification hereby provided shall not be
exclusive of or affect other rights to which any director or officer may be
entitled.  As used in this paragraph, the terms "director" and "officer"
include their respective heirs, executors and administrators, and an
"interested" director or officer is one against whom as such the proceedings in
question or another proceeding on the same or similar grounds is then pending.

ITEM 7.  Exemption from Registration Claimed.

      Not applicable.

ITEM 8.  Exhibits.

      See Index to Exhibits.

ITEM 9.  Undertakings.

      (a)  The undersigned Registrant hereby undertakes:


                                       3
<PAGE>   5
                 (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 this 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 this Registration Statement;

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

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 above do 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 this 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 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 Exchange Act (and each filing of the Plan's annual report
      pursuant to Section 15(d) of the Exchange Act) that is incorporated by
      reference in this 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 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 SEC 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





                                       4
<PAGE>   6

      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.


                                   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 the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chantilly, State of
Virginia, on December 15, 1998.

                                          DIDAX INC.
                                          By: /s/ WILLIAM M. PARKER
                                             ------------------------------
                                          William M. Parker
                                          Chief Executive Officer and President


                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Parker, or in his absence, Gary A.
Struzik, his true and lawful attorney-in-fact and agent, each with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and conforming all that
each said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed herein by the following
persons in the capacities and on the dates indicated.

<TABLE>
<S>                                                         <C>
December  18, 1998                                          By:/s/ WILLIAM M. PARKER
                                                            ------------------------
                                                            William M. Parker,
                                                            Chief Executive Officer and President
</TABLE>





                                       5
<PAGE>   7

<TABLE>
<S>                                                         <C>
December  18, 1998                                          By:/s/ GARY A. STRUZIK
                                                            ----------------------
                                                            Gary A. Struzik,
                                                            Chief Financial Officer and Secretary,
                                                            and Principal Financial and Chief
                                                            Accounting Officer

December  18, 1998                                          By:/s/ JAMES G. BUICK
                                                            ---------------------
                                                            James G. Buick,
                                                            Chairman of the Board of Directors

December 18, 1998                                           By:/s/ ROBERT C. VARNEY, PH.D.
                                                            ------------------------------
                                                            Robert C. Varney, Ph.D.,
                                                            Vice-Chairman of the Board of Directors

December 18, 1998                                           By:/s/ DANE B. WEST
                                                            -------------------
                                                            Dane B. West,
                                                            Vice President Business Development and
                                                            Sales and director

December 18, 1998                                           By:/s/ WILLIAM H. BOWERS
                                                            ------------------------
                                                            William H. Bowers,
                                                            Chief Technical Officer and director

December 18, 1998                                           By:/s/ BRUCE E. EDGINGTON
                                                            ----------------------------------
                                                            Bruce E. Edgington, director

December 18, 1998                                           By:/s/ JOHN J. MEINDL, JR.
                                                            --------------------------
                                                            John J. Meindl, Jr., director

December 18, 1998                                           By:/s/ CLAY T. WHITEHEAD
                                                            ------------------------
                                                            Clay T. Whitehead, director

December 18, 1998                                           By:/s/ EARL E. GJELDE
                                                            ---------------------
                                                            Earl E. Gjelde, director

December 18, 1998                                           By:/s/ W.R. "MAX" CAREY
                                                            -----------------------
                                                            W.R. "Max" Carey, director
</TABLE>





                                       6
<PAGE>   8
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER           DESCRIPTION
-------          ------------
<S>              <C>
4.1*             Certificate of Incorporation and Amendments thereto of DIDAX INC.
4.1A*            Certificate of Correction regarding Certificate of Incorporation
4.2*             Bylaws of the Registrant
4.3*             Form of Stock Option Agreement
4.3A*            Form of Stock Option Agreement as amended April, 6, 1998
4.4*             Form of Certificate representing shares of Common Stock of the Registrant
5                Opinion of Berman Wolfe & Rennert P.A.
23.1             Consent of Berman Wolfe & Rennert P.A. (Included as part of Exhibit 5.1)
23.2             Consent of Hoffman, Morrison & Fitzgerald P.C.
24               Power of Attorney (included on signature page)
99.1*            1997 Stock Option Plan, as amended April 6, 1998

</TABLE>

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


* Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 (SEC File No. 333-25937) declared effective by the Securities and
Exchange Commission on September 24, 1997, and the Registrant's Definitive
Proxy Statement on Schedule 14A (SEC File No. 000-22847) filed with the
Securities and Exchange Commission on April 10, 1998.





                                       7
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1
   As filed with the Securities and Exchange Commission on December 21, 1998

                                                          Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   DIDAX INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                     54-1831588
             ----------                                  -------------
       (State or other jurisdiction of                   (I.R.S. Employer
     of incorporation or organization)                 Identification No.)

                                    Address
                                   ---------
                            4206 F Technology Court
                              Chantilly, VA 20151
                                 (703) 968-4808
         (Address and telephone number of principal executive offices)

                       DIDAX INC. 1997 STOCK OPTION PLAN
    ---------------------------------------------------------------------------
                              (Full title of plan)

                                Willam M. Parker
                            4206 F Technology Court
                   Chantilly, VA 20151  (703)968-4808 Ext. 13
           (Name, address and telephone number of agent for service)

                                   Copies to:
                            Charles J. Rennert, Esq.
                          Berman Wolfe & Rennert, P.A.
                         NationsBank Tower, 35th Floor
             100 Southeast Second Street, Miami, Florida 33131-2130
                                 305-577-4171

                                     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum          Proposed
Title of Securities             Amount to         Offering Price      Maximum Aggregate        Amount of
to be Registered              be Registered        Per Share(1)       Offering Price (1)    Registration Fee
------------------------------------------------------------------------------------------------------------
Common Stock
par value $.01 per share      2,057,937           $9.0313              $18,585,846            $5,483(1)
-------------------

(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Registrant's Common
Stock as reported on the Nasdaq SmallCap Market on December 14, 1998, the
latest practicable date prior to the filing of this Registration Statement.
2

                                    PREFACE

In April 1997, the Board of Directors adopted, and the stockholders approved
the Company's 1997 Stock Option Plan (the "Option Plan").  The purpose of the
Option Plan is to advance the interests of the Company by providing an
opportunity to its directors, employees and consultants, including ministry
partners, to purchase shares of the Company's Common Stock.  By encouraging
stock ownership, the Company seeks to attract, retain and motivate directors,
employees and consultants.  The Option Plan provides for the grant of (i)
incentive stock options ("Incentive Options") as described in Section 422A of
the Internal Revenue Code of 1986, as amended (the "Code"); (ii) nonqualified
stock options ("Nonqualified Options," and, together with the Incentive
Options, the "Options"); and (iii) rights to purchase shares of Common Stock
("Restricted Stock") of the Company pursuant to restricted stock agreements and
subscription agreements.  The Option Plan is administered by the Board of
Directors, or at its discretion, by a committee which is appointed by the Board
to perform such function.   Under the terms of the Option Plan, the exercise
price for Incentive Options may not be less than the fair market value of the
underlying stock at the time the Incentive Option is granted.

The purpose of this Registration Statement is to provide for the registration
of shares of the Registrant's Common Stock, par value $.01 per share (the
"Common Stock), issuable upon the exercise of the stock options under the Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

*ITEM 1.  Plan Information.

*ITEM 2.  Registrant Information and Employee Plan Annual Information.

__________________

* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                       1
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference.

         The following documents, filed by the Registrant with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference in
this Registration Statement:

(1)      The description of the Registrant's Common Stock, par value $.01 per
         share, contained in the Registrant's Form SB-2, declared effective by
         the Commission on September 24, 1997 and Post-Effective Amendment No.
         1 to this Form SB-2 dated July 29, 1998 (Registration No. 333-25937).

(2)      The Registrant's Annual Report on Form 10-KSB for the fiscal year
         ended December 31, 1997, filed with the Commission on March 31, 1998.

(3)      The Registrant's Proxy Statement on Schedule 14A as filed with the
         Commission on April 10, 1998 (Registration No. 000-22847).

(4)      The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
         September 30, 1998, filed with the Commission on November 10, 1998.

(5)      The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
         June 30, 1998, filed with the Commission on August 14, 1998.

(6)      The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
         March 31, 1998, filed with the Commission on May 15, 1998.

         In addition, all reports and 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 have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and made a part
hereof from the date of filing of such documents.  Any statements contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement except as so modified or superseded.

ITEM 4.  Description of Securities.

      Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

      Not applicable.

                                       2
4

ITEM 6.  Indemnification of Directors and Officers.

         To the fullest extent permitted by Delaware statutory or decisional
law, as amended or interpreted, no director of this Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.  This does not affect the
availability of equitable remedies for breach of fiduciary duties.

         The Corporation shall, to the fullest extent legally permissible,
indemnify (fully or, if not possible, partially) each of its directors and
officers, and persons who serve at its request as directors or officers of
another organization in which it owns shares or of which it is a creditor,
against all liabilities (including expenses) imposed upon or reasonably
incurred by him in connection with any action, suit or other proceeding, civil
or criminal (including investigations, audits, the activities of, or service
upon special committees of the board) in which he may be involved or with which
he may be threatened, while in office or thereafter, by reason of his acts or
omissions as such director or officer, unless in any proceeding he shall be
finally adjudged not to have acted in good faith in the reasonable belief that
his action was in the best interest of the Corporation; provided, however, that
such indemnification shall not cover liabilities in connection with any matter
which shall be disposed of through a compromise payment by such director or
officer, pursuant to a consent decree or otherwise, unless such compromise
shall be approved as in the best interest of the Corporation, after notice that
it involved such indemnification, (a) by a vote of the directors in which no
interested director participates, or (b) by a vote or the written approval of
the holders of a majority of the outstanding stock at the time having the right
to vote for directors, not counting as outstanding any stock owned by any
interested director or officer.  Such indemnification may include payment by
the Corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under these
provisions.  The rights of indemnification hereby provided shall not be
exclusive of or affect other rights to which any director or officer may be
entitled.  As used in this paragraph, the terms "director" and "officer"
include their respective heirs, executors and administrators, and an
"interested" director or officer is one against whom as such the proceedings in
question or another proceeding on the same or similar grounds is then pending.

ITEM 7.  Exemption from Registration Claimed.

      Not applicable.

ITEM 8.  Exhibits.

      See Index to Exhibits.

ITEM 9.  Undertakings.

      (a)  The undersigned Registrant hereby undertakes:

                                       3
5
                 (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 this 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 this Registration Statement;

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

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 above do 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 this 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 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 Exchange Act (and each filing of the Plan's annual report
      pursuant to Section 15(d) of the Exchange Act) that is incorporated by
      reference in this 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 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 SEC 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

                                       4
6

      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.

                                   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 the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chantilly, State of
Virginia, on December 15, 1998.

                                          DIDAX INC.
                                          By: /s/ WILLIAM M. PARKER
                                             ------------------------------
                                          William M. Parker
                                          Chief Executive Officer and President

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Parker, or in his absence, Gary A.
Struzik, his true and lawful attorney-in-fact and agent, each with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and conforming all that
each said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed herein by the following
persons in the capacities and on the dates indicated.
December  18, 1998                                          By:/s/ WILLIAM M. PARKER
                                                            ------------------------
                                                            William M. Parker,
                                                            Chief Executive Officer and President
5
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December  18, 1998                                          By:/s/ GARY A. STRUZIK
                                                            ----------------------
                                                            Gary A. Struzik,
                                                            Chief Financial Officer and Secretary,
                                                            and Principal Financial and Chief
                                                            Accounting Officer

December  18, 1998                                          By:/s/ JAMES G. BUICK
                                                            ---------------------
                                                            James G. Buick,
                                                            Chairman of the Board of Directors

December 18, 1998                                           By:/s/ ROBERT C. VARNEY, PH.D.
                                                            ------------------------------
                                                            Robert C. Varney, Ph.D.,
                                                            Vice-Chairman of the Board of Directors

December 18, 1998                                           By:/s/ DANE B. WEST
                                                            -------------------
                                                            Dane B. West,
                                                            Vice President Business Development and
                                                            Sales and director

December 18, 1998                                           By:/s/ WILLIAM H. BOWERS
                                                            ------------------------
                                                            William H. Bowers,
                                                            Chief Technical Officer and director

December 18, 1998                                           By:/s/ BRUCE E. EDGINGTON
                                                            ----------------------------------
                                                            Bruce E. Edgington, director

December 18, 1998                                           By:/s/ JOHN J. MEINDL, JR.
                                                            --------------------------
                                                            John J. Meindl, Jr., director

December 18, 1998                                           By:/s/ CLAY T. WHITEHEAD
                                                            ------------------------
                                                            Clay T. Whitehead, director

December 18, 1998                                           By:/s/ EARL E. GJELDE
                                                            ---------------------
                                                            Earl E. Gjelde, director

December 18, 1998                                           By:/s/ W.R. "MAX" CAREY
                                                            -----------------------
                                                            W.R. "Max" Carey, director
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                               INDEX TO EXHIBITS
EXHIBIT
NUMBER           DESCRIPTION
-------          ------------
4.1*             Certificate of Incorporation and Amendments thereto of DIDAX INC.
4.1A*            Certificate of Correction regarding Certificate of Incorporation
4.2*             Bylaws of the Registrant
4.3*             Form of Stock Option Agreement
4.3A*            Form of Stock Option Agreement as amended April, 6, 1998
4.4*             Form of Certificate representing shares of Common Stock of the Registrant
5                Opinion of Berman Wolfe & Rennert P.A.
23.1             Consent of Berman Wolfe & Rennert P.A. (Included as part of Exhibit 5.1)
23.2             Consent of Hoffman, Morrison & Fitzgerald P.C.
24               Power of Attorney (included on signature page)
99.1*            1997 Stock Option Plan, as amended April 6, 1998
-------------

* Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 (SEC File No. 333-25937) declared effective by the Securities and
Exchange Commission on September 24, 1997, and the Registrant's Definitive
Proxy Statement on Schedule 14A (SEC File No. 000-22847) filed with the
Securities and Exchange Commission on April 10, 1998.

                                       7