<PAGE>

         As filed with the Securities and Exchange Commission on April 21, 2000
                                                     Registration No. 333-_____

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                             TRIMARK HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                           95-4272695
 (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification Number)

                         4553 Glencoe Avenue, Suite 200
                        Marina del Rey, California 90292
          (Address of Principal Executive Offices, including Zip Code)

                1999 STOCK OPTION PLAN OF TRIMARK HOLDINGS, INC.
             and TRIMARK HOLDINGS, INC. 1999 DIRECTORS' OPTION PLAN

                           (Full Titles of the Plans)


                                  JEFF GONZALEZ
                             CHIEF FINANCIAL OFFICER
                             TRIMARK HOLDINGS, INC.
                         4553 GLENCOE AVENUE, SUITE 200
                        MARINA DEL REY, CALIFORNIA 90292
                     (Name and Address of Agent For Service)

                                 (310) 314-2000
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:

                              WILLIAM M. ROSS, ESQ.
                                 BRYAN CAVE LLP
                             120 BROADWAY, SUITE 300
                           SANTA MONICA, CA 90401-2305
                                 (310) 576-2102

===============================================================================
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 TITLE OF SECURITIES TO BE      AMOUNT TO BE       PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT OF
         REGISTERED            REGISTERED (1)     OFFERING PRICE PER     AGGREGATE OFFERING PRICE     REGISTRATION FEE
                                                       SHARE (2)                   (2)
<S>                            <C>                <C>                    <C>                          <C>
common stock, par value            250,000                N/A                 $1,218,750                    $322
$.001 per share ("Common
Stock") (3)

Common Stock (4)                   106,000                N/A                   $442,620                    $117

         Total                     356,000                N/A                 $1,661,370                    $439
</TABLE>


(1)  Pursuant to Rule 416, this Registration Statement shall also cover a
     presently indeterminate number of additional shares of the Registrant's
     Common Stock that may become issuable as a result of anti-dilution
     adjustments deemed necessary or equitable by the Board of Directors of the
     Registrant upon stock splits, stock dividends or other similar changes in
     capitalization.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  These shares are offered under the Registrant's 1999 Stock Option Plan. As
     none of the options have yet been granted, pursuant to Rule 457(h)(1) the
     filing fee is calculated based upon the average of the high and low selling
     prices per share of the Common Stock on April 14, 2000, as reported on the
     Nasdaq SmallCap Market, which was $4.875 per share.

(4)  These shares are offered under the Registrant's 1999 Directors' Option
     Plan. Pursuant to Rule 457(h)(1), the filing fee for the 42,000 shares
     subject to options that have been granted is calculated based upon the
     weighted average of the various strike prices of such shares, which is
     $3.11. Pursuant to Rule 457(h)(1), the filing fee for the 64,000 shares
     subject to options that have not yet been granted is calculated based upon
     the average of the high and low selling prices per share of the Common
     Stock on April 14, 2000, as reported on the Nasdaq SmallCap Market, which
     was $4.875 per share.

===============================================================================


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                EXPLANATORY NOTE

     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, as amended (the "Securities Act") and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended June
     30, 1999;

(2)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
     ended September 30, 1999 and December 31, 1999;

(3)  The Registrant's definitive Proxy Statement dated October 15, 1999 in
     connection with its Annual Meeting of Stockholders held on November 17,
     1999; and

(4)  The description of the Common Stock contained in the Registrant's
     Registration Statement on Form 8-A dated May 23, 1990.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereunder have been sold or which deregisters all such shares then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports or
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein 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 by reference herein 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.

     Section 145(a) of the Delaware General Corporation Law ("DGCL") provides
that a


                                       2
<PAGE>


Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful.

     Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

     Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.

     As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate
of Incorporation, as amended, provides that a director shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. However, such provision does not eliminate or limit the
liability of a director for acts or omissions not in good faith or for breaching
his or her duty of loyalty, engaging in intentional misconduct or knowingly
violating a law, paying a dividend or approving a stock repurchase which was
illegal, or obtaining an improper personal benefit. A provision of this type has
no effect on the availability of equitable remedies, such as injunction or
rescission, for breach of fiduciary duty.

     The Registrant's Certificate of Incorporation, as amended, and its Bylaws
provide for indemnification of its directors, officers, agents and employees to
the fullest extent permissible under applicable law.

     The Registrant maintains policies of directors' and officers' liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


                                       3
<PAGE>


ITEM 8.  EXHIBITS.

     See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

(1)  The undersigned Registrant hereby undertakes:

     (a)  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 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; and

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

     (b)  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.

     (c)  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.

(2)  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 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.

(3)  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 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


                                       4
<PAGE>


     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.


                                       5
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 21st day of
April, 2000.

                                            TRIMARK HOLDINGS, INC.


                                            By:  /s/ Mark Amin
                                               -----------------------
                                            Mark Amin
                                            Chairman of the Board and
                                            Chief Executive Officer


                                       6
<PAGE>


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Mark Amin and Jeff Gonzalez, or each one of them acting
alone, his true and lawful attorney-in-fact and agent, 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 in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully 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 on this 21st day of April, 2000, by the
following persons in the capacities indicated.

<TABLE>
<CAPTION>
      Signature                                              Title
      ---------                                              -----
<S>                                        <C>
  /s/ Mark Amin                            Chairman of the Board and Chief Executive Officer
-----------------------------              (Principal Executive Officer)
Mark Amin


  /s/ Jeff Gonzalez                        Chief Financial Officer and Secretary (Principal
-----------------------------              Financial and Accounting Officer)
Jeff Gonzalez


  /s/ Peter J. Dekom                       Director
-----------------------------
Peter J. Dekom


  /s/ Matthew H. Saver                     Director
-----------------------------
Matthew H. Saver


  /s/ Tofigh Shirazi                       Director
-----------------------------
Tofigh Shirazi


  /s/ Gordon Stulberg                      Director
-----------------------------
Gordon Stulberg
</TABLE>


                                       7
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number          Description                                                                   Method of Filing
-------         -----------                                                                   ----------------
<S>             <C>                                                                           <C>
4.1             The Registrant's Certificate of Incorporation, incorporated herein by
                reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K
                for the fiscal year ended June 30, 1992.

4.2             The Registrant's Bylaws, as amended, incorporated herein by
                reference to Exhibit 3.2 of the Registrant's Annual Report on
                Form 10-K for the fiscal year ended June 30, 1991.

4.3             The Registrant's 1999 Stock Option Plan, incorporated by
                reference to Annex A to the Registrant's proxy statement dated
                October 15, 1999 and filed with the Commission on October 21,
                1999.

4.4             The Registrant's 1999 Directors' Option Plan, incorporated
                herein by reference to Exhibit 10.100 of the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended March 31,
                1999.

5.1             Opinion of Bryan Cave LLP                                                     Filed herewith
                                                                                              electronically

23.1            Consent of PricewaterhouseCoopers LLP                                         Filed herewith
                                                                                              electronically

23.2            Consent of Bryan Cave LLP (included in Exhibit 5.1)

24.1            Power of Attorney (included on signature page of this Registration
                Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20676}]
{"company-data": {"conformed-name": "TRIMARK HOLDINGS INC", "cik": "0000863896", "assigned-sic": "7822", "irs-number": "954272695", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35338", "film-number": "606249"}, "business-address": {"street1": "2644 30TH ST", "city": "SANTA MONICA", "state": "CA", "zip": "90405", "phone": "3103142000"}, "mail-address": {"street1": "2644 30TH ST", "city": "SANTA MONICA", "state": "CA", "zip": "90405"}, "former-company": {"former-conformed-name": "VIDMARK INC", "date-changed": "19920603"}}
As filed with the Securities and Exchange Commission on April 21, 2000
                                                     Registration No. 333-_____

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                             TRIMARK HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                           95-4272695
 (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification Number)

                         4553 Glencoe Avenue, Suite 200
                        Marina del Rey, California 90292
          (Address of Principal Executive Offices, including Zip Code)

                1999 STOCK OPTION PLAN OF TRIMARK HOLDINGS, INC.
             and TRIMARK HOLDINGS, INC. 1999 DIRECTORS' OPTION PLAN

                           (Full Titles of the Plans)

                                  JEFF GONZALEZ
                             CHIEF FINANCIAL OFFICER
                             TRIMARK HOLDINGS, INC.
                         4553 GLENCOE AVENUE, SUITE 200
                        MARINA DEL REY, CALIFORNIA 90292
                     (Name and Address of Agent For Service)

                                 (310) 314-2000
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:

                              WILLIAM M. ROSS, ESQ.
                                 BRYAN CAVE LLP
                             120 BROADWAY, SUITE 300
                           SANTA MONICA, CA 90401-2305
                                 (310) 576-2102

===============================================================================
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE      AMOUNT TO BE       PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT OF
         REGISTERED            REGISTERED (1)     OFFERING PRICE PER     AGGREGATE OFFERING PRICE     REGISTRATION FEE
                                                       SHARE (2)                   (2)
common stock, par value            250,000                N/A                 $1,218,750                    $322
$.001 per share ("Common
Stock") (3)

Common Stock (4)                   106,000                N/A                   $442,620                    $117

         Total                     356,000                N/A                 $1,661,370                    $439
(1)  Pursuant to Rule 416, this Registration Statement shall also cover a
     presently indeterminate number of additional shares of the Registrant's
     Common Stock that may become issuable as a result of anti-dilution
     adjustments deemed necessary or equitable by the Board of Directors of the
     Registrant upon stock splits, stock dividends or other similar changes in
     capitalization.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  These shares are offered under the Registrant's 1999 Stock Option Plan. As
     none of the options have yet been granted, pursuant to Rule 457(h)(1) the
     filing fee is calculated based upon the average of the high and low selling
     prices per share of the Common Stock on April 14, 2000, as reported on the
     Nasdaq SmallCap Market, which was $4.875 per share.

(4)  These shares are offered under the Registrant's 1999 Directors' Option
     Plan. Pursuant to Rule 457(h)(1), the filing fee for the 42,000 shares
     subject to options that have been granted is calculated based upon the
     weighted average of the various strike prices of such shares, which is
     $3.11. Pursuant to Rule 457(h)(1), the filing fee for the 64,000 shares
     subject to options that have not yet been granted is calculated based upon
     the average of the high and low selling prices per share of the Common
     Stock on April 14, 2000, as reported on the Nasdaq SmallCap Market, which
     was $4.875 per share.

===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                EXPLANATORY NOTE

     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, as amended (the "Securities Act") and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(1)  The Registrant's Annual Report on Form 10-K for the fiscal year ended June
     30, 1999;

(2)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
     ended September 30, 1999 and December 31, 1999;

(3)  The Registrant's definitive Proxy Statement dated October 15, 1999 in
     connection with its Annual Meeting of Stockholders held on November 17,
     1999; and

(4)  The description of the Common Stock contained in the Registrant's
     Registration Statement on Form 8-A dated May 23, 1990.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereunder have been sold or which deregisters all such shares then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports or
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein 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 by reference herein 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.

     Section 145(a) of the Delaware General Corporation Law ("DGCL") provides
that a

                                       2
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful.

     Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

     Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.

     As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate
of Incorporation, as amended, provides that a director shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. However, such provision does not eliminate or limit the
liability of a director for acts or omissions not in good faith or for breaching
his or her duty of loyalty, engaging in intentional misconduct or knowingly
violating a law, paying a dividend or approving a stock repurchase which was
illegal, or obtaining an improper personal benefit. A provision of this type has
no effect on the availability of equitable remedies, such as injunction or
rescission, for breach of fiduciary duty.

     The Registrant's Certificate of Incorporation, as amended, and its Bylaws
provide for indemnification of its directors, officers, agents and employees to
the fullest extent permissible under applicable law.

     The Registrant maintains policies of directors' and officers' liability
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                       3
ITEM 8.  EXHIBITS.

     See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

(1)  The undersigned Registrant hereby undertakes:

     (a)  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 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; and

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

     (b)  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.

     (c)  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.

(2)  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 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.

(3)  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 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

                                       4
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.

                                       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 Los Angeles, State of California, on this 21st day of
April, 2000.

                                            TRIMARK HOLDINGS, INC.

                                            By:  /s/ Mark Amin
                                               -----------------------
                                            Mark Amin
                                            Chairman of the Board and
                                            Chief Executive Officer

                                       6
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Mark Amin and Jeff Gonzalez, or each one of them acting
alone, his true and lawful attorney-in-fact and agent, 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 in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully 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 on this 21st day of April, 2000, by the
following persons in the capacities indicated.
Signature                                              Title
      ---------                                              -----
/s/ Mark Amin                            Chairman of the Board and Chief Executive Officer
-----------------------------              (Principal Executive Officer)
Mark Amin

  /s/ Jeff Gonzalez                        Chief Financial Officer and Secretary (Principal
-----------------------------              Financial and Accounting Officer)
Jeff Gonzalez

  /s/ Peter J. Dekom                       Director
-----------------------------
Peter J. Dekom

  /s/ Matthew H. Saver                     Director
-----------------------------
Matthew H. Saver

  /s/ Tofigh Shirazi                       Director
-----------------------------
Tofigh Shirazi

  /s/ Gordon Stulberg                      Director
-----------------------------
Gordon Stulberg
7
EXHIBIT INDEX
Exhibit
Number          Description                                                                   Method of Filing
-------         -----------                                                                   ----------------
4.1             The Registrant's Certificate of Incorporation, incorporated herein by
                reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K
                for the fiscal year ended June 30, 1992.

4.2             The Registrant's Bylaws, as amended, incorporated herein by
                reference to Exhibit 3.2 of the Registrant's Annual Report on
                Form 10-K for the fiscal year ended June 30, 1991.

4.3             The Registrant's 1999 Stock Option Plan, incorporated by
                reference to Annex A to the Registrant's proxy statement dated
                October 15, 1999 and filed with the Commission on October 21,
                1999.

4.4             The Registrant's 1999 Directors' Option Plan, incorporated
                herein by reference to Exhibit 10.100 of the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended March 31,
                1999.

5.1             Opinion of Bryan Cave LLP                                                     Filed herewith
                                                                                              electronically

23.1            Consent of PricewaterhouseCoopers LLP                                         Filed herewith
                                                                                              electronically

23.2            Consent of Bryan Cave LLP (included in Exhibit 5.1)

24.1            Power of Attorney (included on signature page of this Registration
                Statement).