<PAGE>   1
As filed with the Securities and Exchange Commission on October 3, 2001
                                                     Registration No.  333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                INTELLICORP, INC.
                 ---------------------------------------------
                    (Exact Name of Registrant as Specified in
                                  Its Charter)

<TABLE>
<S>                                                                  <C>
                          Delaware                                                94-2756073
----------------------------------------------------                 -------------------------------------
(State or Other Jurisdiction of Incorporation or Organization         (I.R.S. Employer Identification No.)
</TABLE>


                       1975 El Camino Real West, Suite 101
                      Mountain View, California 94040-2216
           ----------------------------------------------------------
                    (Address of Principal Executive Offices)

                             2000 Stock Option Plan
                  2000 Nonemployee Directors Stock Option Plan
                      Nonqualified Stock Option Agreements
         --------------------------------------------------------------
                            (Full Title of the Plan)

                                Jerome F. Klajbor
                            1975 El Camino Real West
                      Mountain View, California 94040-2216
          -----------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (650) 965-5500
              ---------------------------------------------------
              (Telephone Number, Including Area Code, of Agent For
                                    Service)

                                    Copy to:
                                Richard A. Peers
                       Heller Ehrman White & McAuliffe LLP
                              275 Middlefield Road
                        Menlo Park, California 94025-3506
                            Telephone: (650) 324-7000
                            Facsimile: (650) 324-0638

<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                         Proposed Maximum        Proposed Maximum
                                        Amount to be    Offering Price per      Aggregate Offering      Amount of
Title of Securities to be Registered     Registered           Share(1)                Price          Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>                     <C>                  <C>
Common Stock, par value $0.001
    per share                             5,046,156            $0.41               $2,068,923.90         $517.24
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated solely for the purpose of computing the amount of registration
      fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
      based on he average of the high and low prices of the Registrant's Common
      Stock reported on the Nasdaq SmallCap Market on October 1, 2001.

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

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3

INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the Commission by the
registrant are incorporated by reference in this Registration Statement:

      (a)   The registrant's latest Annual Report on Form 10-KSB for the fiscal
            year ended June 30, 2001 filed pursuant to Section 13(a) or 15(d) of
            the Securities Exchange Act of 1934, as amended (the "Exchange
            Act");

      (b)   The description of the Common Stock of the registrant contained in
            the registration statement filed under the Exchange Act registering
            such Common Stock under Section 12 of the Exchange Act;

      (c)   The registrant's Proxy Statement on Schedule 14A for its 2000
            Meeting; and

      (d)   All documents subsequently filed by the registrant pursuant to
            Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
            the filing of a post-effective amendment which indicates that all
            securities offered hereby have been sold or which deregisters all
            securities then remaining unsold.

ITEM 6

INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware. Section A of Article Ninth of the
registrant's Certificate of Incorporation provides:

      (1) Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, 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
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, Employee Retirement Income Security Act of 1974 excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered

                                      II-1

<PAGE>   3

by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

      (2) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

      (3) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

                                      II-2

<PAGE>   4

ITEM 8

EXHIBITS

<TABLE>
<CAPTION>
Item
 No.                                Description of Item
----------------------------------------------------------------------------------------
<S>      <C>
  5.1    Opinion of Heller Ehrman White & McAuliffe LLP

 23.1    Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1)

 23.2    Consent of Ernst & Young LLP, Independent Auditors

 24      Power of Attorney (See page II-6)

 99.1    2000 Stock Option Plan

 99.2    2000 Nonemployee Directors Stock Option Plan

 99.3    Form of Nonqualified Stock Option Agreement
</TABLE>


ITEM 9

UNDERTAKINGS

      A.    The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

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

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs A(1)(i) and A(1)(ii) 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
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
registrations 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.

                                      II-3

<PAGE>   5

      B. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      II-4

<PAGE>   6

                                   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 Mountain View, State of California, on this 3rd day
of October, 2001.

                                        INTELLICORP, INC.


                                        By: /s/ Jerome F. Klajbor
                                            ------------------------------------
                                            Jerome F. Klajbor, Chief
                                            Financial Officer

                                      II-5

<PAGE>   7

                       POWER OF ATTORNEY TO SIGN AMENDMENT

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Raymond G. Moreau and Jerome F.
Klajbor, or either of them, with full power of substitution, such person's true
and lawful attorneys-in-fact and agents for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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 in order to effectuate the same as fully, to all intents and purposes,
as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.


<TABLE>
<CAPTION>
              Signature                                       Capacity                                 Date
---------------------------------------     ----------------------------------------------     ----------------------
<S>                                         <C>                                                <C>


/s/ Raymond G. Moreau                       Director and Chief Executive Officer               October 3, 2001
------------------------------------        (Principal Executive Officer)
Raymond G. Moreau



/s/ Jerome F. Klajbor                       Chief Financial Officer and Secretary              October 3, 2001
------------------------------------        (Principal Financial Officer)
Jerome F. Klajbor


/s/ Norman J. Wechsler                      Chairman                                           October 3, 2001
------------------------------------
Norman J. Wechsler


/s/ Kenneth H. Haas                         Vice Chairman                                      October 3, 2001
------------------------------------
Kenneth H. Haas


/s/ Arthur W. Berry                         Director                                           October 3, 2001
------------------------------------
Arthur W. Berry


/s/ Elmer F. Fisher                         Director                                           October 3, 2001
------------------------------------
Elmer F. Fisher


/s/ Robert A. Lauridsen                     Director
------------------------------------
Robert A. Lauridsen                                                                            October 3, 2001
</TABLE>

                                      II-6

<PAGE>   8

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Item
 No.                                Description of Item
----------------------------------------------------------------------------------------
<S>      <C>
  5.1    Opinion of Heller Ehrman White & McAuliffe LLP

 23.1    Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1)

 23.2    Consent of Ernst & Young LLP, Independent Auditors

 24      Power of Attorney (See page II-6)

 99.1    2000 Stock Option Plan

 99.2    2000 Nonemployee Directors Stock Option Plan

 99.3    Form of Nonqualified Stock Option Agreement
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f76131ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18199}]
{"company-data": {"conformed-name": "INTELLICORP INC", "cik": "0000730169", "assigned-sic": "7372", "irs-number": "942756073", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70842", "film-number": "1751408"}, "business-address": {"street1": "1975 EL CAMINO REAL WEST", "street2": "SUITE 101", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94040-2216", "phone": "4159655500"}, "mail-address": {"street1": "1975 EL CAMINO REAL WEST", "street2": "SUITE 101", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94040-2216"}, "former-company": {"former-conformed-name": "INTELLIGENETICS INC", "date-changed": "19840802"}}
1
As filed with the Securities and Exchange Commission on October 3, 2001
                                                     Registration No.  333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                INTELLICORP, INC.
                 ---------------------------------------------
                    (Exact Name of Registrant as Specified in
                                  Its Charter)
Delaware                                                94-2756073
----------------------------------------------------                 -------------------------------------
(State or Other Jurisdiction of Incorporation or Organization         (I.R.S. Employer Identification No.)
1975 El Camino Real West, Suite 101
                      Mountain View, California 94040-2216
           ----------------------------------------------------------
                    (Address of Principal Executive Offices)

                             2000 Stock Option Plan
                  2000 Nonemployee Directors Stock Option Plan
                      Nonqualified Stock Option Agreements
         --------------------------------------------------------------
                            (Full Title of the Plan)

                                Jerome F. Klajbor
                            1975 El Camino Real West
                      Mountain View, California 94040-2216
          -----------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (650) 965-5500
              ---------------------------------------------------
              (Telephone Number, Including Area Code, of Agent For
                                    Service)

                                    Copy to:
                                Richard A. Peers
                       Heller Ehrman White & McAuliffe LLP
                              275 Middlefield Road
                        Menlo Park, California 94025-3506
                            Telephone: (650) 324-7000
                            Facsimile: (650) 324-0638
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                         Proposed Maximum        Proposed Maximum
                                        Amount to be    Offering Price per      Aggregate Offering      Amount of
Title of Securities to be Registered     Registered           Share(1)                Price          Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001
    per share                             5,046,156            $0.41               $2,068,923.90         $517.24
----------------------------------------------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of computing the amount of registration
      fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
      based on he average of the high and low prices of the Registrant's Common
      Stock reported on the Nasdaq SmallCap Market on October 1, 2001.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3

INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the Commission by the
registrant are incorporated by reference in this Registration Statement:

      (a)   The registrant's latest Annual Report on Form 10-KSB for the fiscal
            year ended June 30, 2001 filed pursuant to Section 13(a) or 15(d) of
            the Securities Exchange Act of 1934, as amended (the "Exchange
            Act");

      (b)   The description of the Common Stock of the registrant contained in
            the registration statement filed under the Exchange Act registering
            such Common Stock under Section 12 of the Exchange Act;

      (c)   The registrant's Proxy Statement on Schedule 14A for its 2000
            Meeting; and

      (d)   All documents subsequently filed by the registrant pursuant to
            Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
            the filing of a post-effective amendment which indicates that all
            securities offered hereby have been sold or which deregisters all
            securities then remaining unsold.

ITEM 6

INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware. Section A of Article Ninth of the
registrant's Certificate of Incorporation provides:

      (1) Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, 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
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, Employee Retirement Income Security Act of 1974 excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered

                                      II-1
3

by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

      (2) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

      (3) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

                                      II-2
4

ITEM 8

EXHIBITS
Item
 No.                                Description of Item
----------------------------------------------------------------------------------------
5.1    Opinion of Heller Ehrman White & McAuliffe LLP

 23.1    Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1)

 23.2    Consent of Ernst & Young LLP, Independent Auditors

 24      Power of Attorney (See page II-6)

 99.1    2000 Stock Option Plan

 99.2    2000 Nonemployee Directors Stock Option Plan

 99.3    Form of Nonqualified Stock Option Agreement
ITEM 9

UNDERTAKINGS

      A.    The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

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

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs A(1)(i) and A(1)(ii) 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
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
registrations 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.

                                      II-3
5

      B. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      II-4
6

                                   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 Mountain View, State of California, on this 3rd day
of October, 2001.

                                        INTELLICORP, INC.

                                        By: /s/ Jerome F. Klajbor
                                            ------------------------------------
                                            Jerome F. Klajbor, Chief
                                            Financial Officer

                                      II-5
7

                       POWER OF ATTORNEY TO SIGN AMENDMENT

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Raymond G. Moreau and Jerome F.
Klajbor, or either of them, with full power of substitution, such person's true
and lawful attorneys-in-fact and agents for such person in such person's name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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 in order to effectuate the same as fully, to all intents and purposes,
as he or such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
Signature                                       Capacity                                 Date
---------------------------------------     ----------------------------------------------     ----------------------
/s/ Raymond G. Moreau                       Director and Chief Executive Officer               October 3, 2001
------------------------------------        (Principal Executive Officer)
Raymond G. Moreau

/s/ Jerome F. Klajbor                       Chief Financial Officer and Secretary              October 3, 2001
------------------------------------        (Principal Financial Officer)
Jerome F. Klajbor

/s/ Norman J. Wechsler                      Chairman                                           October 3, 2001
------------------------------------
Norman J. Wechsler

/s/ Kenneth H. Haas                         Vice Chairman                                      October 3, 2001
------------------------------------
Kenneth H. Haas

/s/ Arthur W. Berry                         Director                                           October 3, 2001
------------------------------------
Arthur W. Berry

/s/ Elmer F. Fisher                         Director                                           October 3, 2001
------------------------------------
Elmer F. Fisher

/s/ Robert A. Lauridsen                     Director
------------------------------------
Robert A. Lauridsen                                                                            October 3, 2001
II-6
8

                                  EXHIBIT INDEX
Item
 No.                                Description of Item
----------------------------------------------------------------------------------------
5.1    Opinion of Heller Ehrman White & McAuliffe LLP

 23.1    Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1)

 23.2    Consent of Ernst & Young LLP, Independent Auditors

 24      Power of Attorney (See page II-6)

 99.1    2000 Stock Option Plan

 99.2    2000 Nonemployee Directors Stock Option Plan

 99.3    Form of Nonqualified Stock Option Agreement