<PAGE>   1

                       This Exhibit Index is on page 7
  As filed with the Securities and Exchange Commission on December 12, 1996
                            Registration No. 333-_____________
                                                

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                            MICROS SYSTEMS, INC.
             (Exact name of issuer as specified in its charter)

          MARYLAND                                      52-1101488
          --------                                      ----------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

12000 Baltimore Avenue                                  20705-1291
Beltsville, Maryland                                    (Zip Code)
(Address of principal executive offices)

                 MICROS SYSTEMS, INC. 1991 STOCK OPTION PLAN
                 -------------------------------------------
                    (Effective as of September 23, 1991)
                            (Full title of plan)


(Name, address and telephone               (Copies to:)
number of agent for service)               
                                           ANTHONY J. RICKERT, ESQUIRE
A.L. GIANNOPOULOS                          JAY G. COHEN, ESQUIRE
12000 BALTIMORE AVENUE                     PIPER & MARBURY L.L.P.
BELTSVILLE, MARYLAND  20705-1291           36 SOUTH CHARLES STREET
(301) 210-6000                             BALTIMORE, MARYLAND  21201-3018



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------

                                          Proposed maximum         Proposed maximum         Amount of
Title of securities     Amount to be      offering price           aggregate offering       registration
to be registered        registered        per share                price                    fee
                                                                                                                            
---------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>                      <C>                      <C>
Common Stock (par           400,000       $29.5625*                $11,825,000*             $3,583.33*
value $0.25 per share)
                                                                                                                            
=========================================================================================================

Common Stock (par           200,000       $30.6250*                $6,125,000*              $1,856.06*
value $0.25 per share)
                                                                                                                            
=========================================================================================================
*     Calculated solely for purposes of calculating the registration fee 
      pursuant to Rule 457(h) and (c), the proposed maximum offering price per 
      share, proposed maximum aggregate offering price and the amount of the 
      registration fee are based on the price at which options may be 
      exercised (with respect to the 400,000 shares) and the average of the 
      highest and lowest asked prices of Common Stock of MICROS Systems, Inc. 
      reported on the National Association of Securities Dealers Automated 
      Quotation System on December 5, 1996 (i.e., $30.625) (with respect to 
      the 200,000 shares).
                                                                                                                            
=========================================================================================================
</TABLE>
<PAGE>   2





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Not required to be included in the Form S-8 pursuant to the Note to Part I of
                                   Form S-8.


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents which have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

                 (a)          Annual Report on Form 10-K for the year ended 
                              June 30, 1996;
                              
                 (b)          All other reports filed pursuant to
                              Sections 13(a) or 15(d) of the Securities
                              Exchange Act of 1934 ("Exchange Act") since the
                              Registrant's fiscal year ended June 30, 1996.
                              
                 (c)          Description of Common Stock of the Registrant 
                              contained in the Registrant's Registration
                              Statement on Form S-3 dated January 25, 1995 and
                              any amendments or reports for purposes of
                              updating such description.
                              
                 (d)          MICROS Systems, Inc. 1991 Stock Option Plan, as 
                              amended.

                 All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
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
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of the Registration Statement from the
date of filing of such document.





                                      2
<PAGE>   3





ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.


ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Thomas L. Patz is the duly elected and acting Vice President
and General Counsel of the Registrant and has acted as counsel to the
Registrant in connection with the preparation and filing with the Securities
and Exchange Commission of this Registration Statement on Form S-8.  Mr. Patz
beneficially owns less than 1% of the Common Stock of the Registrant.


ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The Registrant's Articles of Incorporation, as amended, 
provide that the Registrant shall indemnify its directors and officers whether
serving the Registrant or, at the Registrant's request, another entity, to the
fullest extent required or permitted by the general laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures provided by such laws.  The Registrant's Articles of Incorporation
also provide that the Registrant shall indemnify its other agents or employees,
whether serving the Registrant, or at its request, another entity, to such
extent as is authorized by the Board of Directors or the By-laws of the
Registrant and as permitted by law.

         The Maryland General Corporation Law provides that a corporation may
indemnify any director made a party to a proceeding by reason of service in
that capacity unless it is established that: (1) the act or omission of the
director was material to the matter giving rise to the proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty, or (2) the director actually received an improper personal benefit
in money, property or services, or (3) in the case of any criminal proceeding,
the director had reasonable cause to believe that the act or omission was
unlawful.  To the extent that a director has been successful in defense of any
proceeding, the Maryland General Corporation Law provides that he or she shall
be indemnified against reasonable expenses incurred in connection therewith.  A
Maryland corporation may indemnify its officers to the same extent as its
directors and to such further extent as is consistent with law.



ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.





                                      3
<PAGE>   4





ITEM 8.          EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number           Description
-------          -----------

   <S>           <C>
   5             Opinion of Counsel Regarding the Legality of the shares of Common Stock

   24.1          Consent of Accountants

   24.2          Consent of Counsel (included in Exhibit 5)

   25            Power of Attorney (contained in Signature page)
</TABLE>



ITEM 9.          UNDERTAKINGS.

               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 Securities Act of 1933 (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.

               Paragraphs (1)(i) and (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 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 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.





                                      4
<PAGE>   5





               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.

               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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.




                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, 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 Beltsville, County of Prince Georges, Maryland
on this 12th day of December, 1996.

                                       MICROS SYSTEMS, INC.
                                       
                                       
                                       By s/A.L. Giannopoulos                  
                                          -------------------------------------
                                          A.L. Giannopoulos
                                          President and Chief Executive Officer


                               POWER OF ATTORNEY

         The undersigned Officers and Directors of MICROS Systems, Inc., a
Maryland corporation (the "Corporation"), hereby constitute and appoint A.L.
Giannopoulos, the true and lawful agent and attorney-in-fact of the undersigned
with full power and authority in said agent and attorney-in-fact, to sign for
the undersigned and in their respective names as Officers and as Directors of
the Corporation, a Registration Statement on Form S-8 relating to the proposed
issuance of shares of Common Stock to employees and directors of the
Corporation (or any and all amendments, including post-effective amendments, to
such Registration Statement) and file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and





                                      5
<PAGE>   6
with full power of substitution; hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of December, 1996.

SIGNATURE                                         TITLE
---------                                         -----
                                       
/s/A.L. Giannopoulos                   President, and Chief Executive Officer
--------------------                   and Director                          
A.L. Giannopoulos                                  


SIGNATURE                                         TITLE
---------                                         -----
                                       
                                       
/s/Ronald J. Kolson                   Executive Vice President and
-------------------                   Chief Operating Officer     
Ronald J. Kolson                                              
                                       
/s/Gary C. Kaufman                    Senior Vice President, Finance and
------------------                    Administration and Chief Financial Officer
Gary C. Kaufman                                                                
                                       
/s/Louis M. Brown, Jr.                Chairman and Director
----------------------                                      
Louis M. Brown, Jr.                    
                                       
/s/Daniel A. Cohen                    Director
------------------                             
Daniel A. Cohen                        
                                       
/s/F. Suzanne Jenniches               Director
-----------------------                        
F. Suzanne Jenniches                   
                                       
/s/John G. Puente                     Director
-----------------                              
John G. Puente                         
                                       
/s/Alan M. Voorhees                   Director
-------------------                            
Alan M. Voorhees                       
                                       
/s/Edward T. Wilson                   Director
-------------------                            
Edward T. Wilson                       
                                       
/s/A.L. Giannopoulos                  As Attorney-in-Fact
--------------------                                      
A.L. Giannopoulos                      





                                      6
<PAGE>   7





                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
-------
Number           Description                                                                        Page
--------------------------------------------------------------------------------------------------------

   <S>           <C>                                                                                    
   5             Opinion of Counsel Regarding the Legality                                              
                 of the shares of Common Stock

   24.1          Consent of Accountants                                                                 

   24.2          Consent of Counsel (contained in Exhibit 5)

   25            Power of Attorney (contained in Signature
                 page)
</TABLE>





                                      7
[{"type": "S-8", "sequence": "1", "description": "MICROS SYSTEMS 1991 STOCK PLAN FORM S-8.", "secsgml_size_bytes": 18272}]
{"company-data": {"conformed-name": "MICROS SYSTEMS INC", "cik": "0000320345", "assigned-sic": "3578", "irs-number": "521101488", "state-of-incorporation": "MD", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17725", "film-number": "96679818"}, "business-address": {"street1": "12000 BALTIMORE AVE", "city": "BELTSVILLE", "state": "MD", "zip": "20705", "phone": "3012016000"}, "mail-address": {"street1": "12000 BALTIMORE AVE", "city": "BELTSVILLE", "state": "MD", "zip": "20705-1291"}}
1

                       This Exhibit Index is on page 7
  As filed with the Securities and Exchange Commission on December 12, 1996
                            Registration No. 333-_____________
                                                

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                            MICROS SYSTEMS, INC.
             (Exact name of issuer as specified in its charter)

          MARYLAND                                      52-1101488
          --------                                      ----------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

12000 Baltimore Avenue                                  20705-1291
Beltsville, Maryland                                    (Zip Code)
(Address of principal executive offices)

                 MICROS SYSTEMS, INC. 1991 STOCK OPTION PLAN
                 -------------------------------------------
                    (Effective as of September 23, 1991)
                            (Full title of plan)

(Name, address and telephone               (Copies to:)
number of agent for service)               
                                           ANTHONY J. RICKERT, ESQUIRE
A.L. GIANNOPOULOS                          JAY G. COHEN, ESQUIRE
12000 BALTIMORE AVENUE                     PIPER & MARBURY L.L.P.
BELTSVILLE, MARYLAND  20705-1291           36 SOUTH CHARLES STREET
(301) 210-6000                             BALTIMORE, MARYLAND  21201-3018

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

                                          Proposed maximum         Proposed maximum         Amount of
Title of securities     Amount to be      offering price           aggregate offering       registration
to be registered        registered        per share                price                    fee
                                                                                                                            
---------------------------------------------------------------------------------------------------------
Common Stock (par           400,000       $29.5625*                $11,825,000*             $3,583.33*
value $0.25 per share)
                                                                                                                            
=========================================================================================================

Common Stock (par           200,000       $30.6250*                $6,125,000*              $1,856.06*
value $0.25 per share)
                                                                                                                            
=========================================================================================================
*     Calculated solely for purposes of calculating the registration fee 
      pursuant to Rule 457(h) and (c), the proposed maximum offering price per 
      share, proposed maximum aggregate offering price and the amount of the 
      registration fee are based on the price at which options may be 
      exercised (with respect to the 400,000 shares) and the average of the 
      highest and lowest asked prices of Common Stock of MICROS Systems, Inc. 
      reported on the National Association of Securities Dealers Automated 
      Quotation System on December 5, 1996 (i.e., $30.625) (with respect to 
      the 200,000 shares).
                                                                                                                            
=========================================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Not required to be included in the Form S-8 pursuant to the Note to Part I of
                                   Form S-8.

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents which have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

                 (a)          Annual Report on Form 10-K for the year ended 
                              June 30, 1996;
                              
                 (b)          All other reports filed pursuant to
                              Sections 13(a) or 15(d) of the Securities
                              Exchange Act of 1934 ("Exchange Act") since the
                              Registrant's fiscal year ended June 30, 1996.
                              
                 (c)          Description of Common Stock of the Registrant 
                              contained in the Registrant's Registration
                              Statement on Form S-3 dated January 25, 1995 and
                              any amendments or reports for purposes of
                              updating such description.
                              
                 (d)          MICROS Systems, Inc. 1991 Stock Option Plan, as 
                              amended.

                 All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
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
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of the Registration Statement from the
date of filing of such document.

                                      2
3

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Thomas L. Patz is the duly elected and acting Vice President
and General Counsel of the Registrant and has acted as counsel to the
Registrant in connection with the preparation and filing with the Securities
and Exchange Commission of this Registration Statement on Form S-8.  Mr. Patz
beneficially owns less than 1% of the Common Stock of the Registrant.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The Registrant's Articles of Incorporation, as amended, 
provide that the Registrant shall indemnify its directors and officers whether
serving the Registrant or, at the Registrant's request, another entity, to the
fullest extent required or permitted by the general laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures provided by such laws.  The Registrant's Articles of Incorporation
also provide that the Registrant shall indemnify its other agents or employees,
whether serving the Registrant, or at its request, another entity, to such
extent as is authorized by the Board of Directors or the By-laws of the
Registrant and as permitted by law.

         The Maryland General Corporation Law provides that a corporation may
indemnify any director made a party to a proceeding by reason of service in
that capacity unless it is established that: (1) the act or omission of the
director was material to the matter giving rise to the proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty, or (2) the director actually received an improper personal benefit
in money, property or services, or (3) in the case of any criminal proceeding,
the director had reasonable cause to believe that the act or omission was
unlawful.  To the extent that a director has been successful in defense of any
proceeding, the Maryland General Corporation Law provides that he or she shall
be indemnified against reasonable expenses incurred in connection therewith.  A
Maryland corporation may indemnify its officers to the same extent as its
directors and to such further extent as is consistent with law.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                 Not applicable.

                                      3
4

ITEM 8.          EXHIBITS.
Exhibit
Number           Description
-------          -----------
5             Opinion of Counsel Regarding the Legality of the shares of Common Stock

   24.1          Consent of Accountants

   24.2          Consent of Counsel (included in Exhibit 5)

   25            Power of Attorney (contained in Signature page)
ITEM 9.          UNDERTAKINGS.

               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 Securities Act of 1933 (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.

               Paragraphs (1)(i) and (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 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 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.

                                      4
5

               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.

               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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, 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 Beltsville, County of Prince Georges, Maryland
on this 12th day of December, 1996.

                                       MICROS SYSTEMS, INC.
                                       
                                       
                                       By s/A.L. Giannopoulos                  
                                          -------------------------------------
                                          A.L. Giannopoulos
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

         The undersigned Officers and Directors of MICROS Systems, Inc., a
Maryland corporation (the "Corporation"), hereby constitute and appoint A.L.
Giannopoulos, the true and lawful agent and attorney-in-fact of the undersigned
with full power and authority in said agent and attorney-in-fact, to sign for
the undersigned and in their respective names as Officers and as Directors of
the Corporation, a Registration Statement on Form S-8 relating to the proposed
issuance of shares of Common Stock to employees and directors of the
Corporation (or any and all amendments, including post-effective amendments, to
such Registration Statement) and file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and

                                      5
6
with full power of substitution; hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of December, 1996.

SIGNATURE                                         TITLE
---------                                         -----
                                       
/s/A.L. Giannopoulos                   President, and Chief Executive Officer
--------------------                   and Director                          
A.L. Giannopoulos                                  

SIGNATURE                                         TITLE
---------                                         -----
                                       
                                       
/s/Ronald J. Kolson                   Executive Vice President and
-------------------                   Chief Operating Officer     
Ronald J. Kolson                                              
                                       
/s/Gary C. Kaufman                    Senior Vice President, Finance and
------------------                    Administration and Chief Financial Officer
Gary C. Kaufman                                                                
                                       
/s/Louis M. Brown, Jr.                Chairman and Director
----------------------                                      
Louis M. Brown, Jr.                    
                                       
/s/Daniel A. Cohen                    Director
------------------                             
Daniel A. Cohen                        
                                       
/s/F. Suzanne Jenniches               Director
-----------------------                        
F. Suzanne Jenniches                   
                                       
/s/John G. Puente                     Director
-----------------                              
John G. Puente                         
                                       
/s/Alan M. Voorhees                   Director
-------------------                            
Alan M. Voorhees                       
                                       
/s/Edward T. Wilson                   Director
-------------------                            
Edward T. Wilson                       
                                       
/s/A.L. Giannopoulos                  As Attorney-in-Fact
--------------------                                      
A.L. Giannopoulos                      

                                      6
7

                                 EXHIBIT INDEX
Exhibit
-------
Number           Description                                                                        Page
--------------------------------------------------------------------------------------------------------
5             Opinion of Counsel Regarding the Legality                                              
                 of the shares of Common Stock

   24.1          Consent of Accountants                                                                 

   24.2          Consent of Counsel (contained in Exhibit 5)

   25            Power of Attorney (contained in Signature
                 page)
7