<PAGE>   1
    As filed with the Securities and Exchange Commission on October 12, 1999

                                                 Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                CAERE CORPORATION
             (Exact name of registrant as specified in its charter)

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

          DELAWARE                                      94-2250509
   -----------------------                  ------------------------------------
  (State of Incorporation)                  (I.R.S. Employer Identification No.)

                                      7372
                          (Primary Standard Industrial)
                           Classification Code Number

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

                                100 COOPER COURT
                           LOS GATOS, CALIFORNIA 95032
                  --------------------------------------------
                    (Address of principal executive offices)



                        2000 EMPLOYEE STOCK PURCHASE PLAN
                  --------------------------------------------
                            (Full title of the plans)

                                ROBERT G. TERESI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                CAERE CORPORATION
                                100 COOPER COURT
                               LOS GATOS, CA 95032
                                 (408) 395-7000

                  --------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   COPIES TO:
                               LEE F. BENTON, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                            PALO ALTO, CA 94306-2155
                                 (650) 843-5000

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

<PAGE>   2

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                      PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO       AMOUNT TO BE            OFFERING PRICE PER     AGGREGATE OFFERING             AMOUNT OF
      BE REGISTERED           REGISTERED                    SHARE(1)               PRICE(1)              REGISTRATION  FEE
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                   <C>                         <C>
Common  Stock  (par value
$.001)                        200,000                       $6.6875              $1,337,500.00               $371.83
================================================================================================================================
</TABLE>




(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(c). The price per share and
         aggregate offering price are based upon the closing sales price of
         Registrant's Common Stock on October 11, 1999 as reported on The Nasdaq
         National Market System.



                                       ii

<PAGE>   3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Caere Corporation (the "Company or
Caere") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

         (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

         (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law Caere has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
Caere's Bylaws provide that Caere will indemnify its directors and executive
officers and may indemnify other officers to the fullest extent permitted by
law. Under its Bylaws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The Bylaws also require Caere to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.

         In addition, Caere's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to Caere and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to Caere for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violation of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

         Caere has entered into indemnity agreements with each of its directors
and executive officers. Such indemnity agreements contain provisions that are in
some respects broader than the specific indemnification provisions contained in
Delaware law.

         Caere maintains a policy providing directors' and officers' liability
insurance, which insures directors and officers of Caere in certain
circumstances with a liability limit of $10,000,000 per claim and in the
aggregate, subject to varying retentions. This coverage is on a claims made
basis.


                                       1
<PAGE>   4

                                    EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S>     <C>
5       Opinion of Counsel.

23.1    Consent of  KPMG LLP.

23.2    Consent of Counsel is contained in Exhibit 5 to this Registration
        Statement.

24      Power of Attorney is contained on the signature page II-1.
</TABLE>


                                  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 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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)(i) and (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 by the issuer pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.

         (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 herein, 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 the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.


                                       2
<PAGE>   5

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 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.


                                       3
<PAGE>   6


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Gatos, State of California, on September 30,
1999.


                                CAERE CORPORATION




                                   By:  /s/Blanche M. Sutter
                                      ------------------------------------------
                                        Blanche M. Sutter
                                        Executive Vice President,
                                        Chief Financial Officer and Secretary



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert G. Teresi and Blanche M. Sutter,
and each or any one of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

                                      II-1

<PAGE>   7


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

<TABLE>
<CAPTION>
SIGNATURE                            TITLE                                       DATE
----------                           -----                                       ----
<S>                                  <C>                                         <C>
/s/     Robert G. Teresi             Chairman  of the Board,  President  and     September 30, 1999
---------------------------------    Chief Executive Officer
         Robert G. Teresi            (Principal Executive Officer)




/s/     Blanche M. Sutter             Executive Vice President,                   September 30, 1999
---------------------------------     Chief Financial Officer and
         Blanche M. Sutter            Secretary (Principal Financial
                                      and Accounting Officer)




                                      Director                                    September 30,  1999
--------------------------------
         Betsy S. Atkins




/s/     James K, Dutton               Director                                    September 30, 1999
---------------------------------
         James K. Dutton




/s/     Joseph J. Francesconi         Director                                    September 30, 1999
---------------------------------
         Joseph J. Francesconi




/s/     Robert J. Frankenberg         Director                                    September 30, 1999
---------------------------------
         Robert J. Frankenberg
</TABLE>


                                      II-2

<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

  EXHIBIT
  NUMBER                         DESCRIPTION
  -------                        -----------
  <S>         <C>
   5          Opinion of Counsel.
  23.1        Consent of KPMG Peat Marwick LLP.
  23.2        Consent of Counsel is contained in Exhibit 5 to this Registration
              Statement.
  24          Power of Attorney is contained on signature page II-1.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17440}]
{"company-data": {"conformed-name": "CAERE CORP", "cik": "0000854916", "assigned-sic": "7372", "irs-number": "942250509", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88795", "film-number": "99726783"}, "business-address": {"street1": "100 C00PER CT", "city": "LOS GATOS", "state": "CA", "zip": "95030", "phone": "4083957000"}, "mail-address": {"street1": "100 COOPER COURT", "city": "LOS GATOS", "state": "CA", "zip": "95030"}}
1
    As filed with the Securities and Exchange Commission on October 12, 1999

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                CAERE CORPORATION
             (Exact name of registrant as specified in its charter)

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

          DELAWARE                                      94-2250509
   -----------------------                  ------------------------------------
  (State of Incorporation)                  (I.R.S. Employer Identification No.)

                                      7372
                          (Primary Standard Industrial)
                           Classification Code Number

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

                                100 COOPER COURT
                           LOS GATOS, CALIFORNIA 95032
                  --------------------------------------------
                    (Address of principal executive offices)

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                  --------------------------------------------
                            (Full title of the plans)

                                ROBERT G. TERESI
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                CAERE CORPORATION
                                100 COOPER COURT
                               LOS GATOS, CA 95032
                                 (408) 395-7000

                  --------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   COPIES TO:
                               LEE F. BENTON, ESQ.
                               COOLEY GODWARD LLP
                              FIVE PALO ALTO SQUARE
                               3000 EL CAMINO REAL
                            PALO ALTO, CA 94306-2155
                                 (650) 843-5000

                                 -------------
2

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                      PROPOSED MAXIMUM          PROPOSED MAXIMUM
 TITLE OF SECURITIES TO       AMOUNT TO BE            OFFERING PRICE PER     AGGREGATE OFFERING             AMOUNT OF
      BE REGISTERED           REGISTERED                    SHARE(1)               PRICE(1)              REGISTRATION  FEE
--------------------------------------------------------------------------------------------------------------------------------
Common  Stock  (par value
$.001)                        200,000                       $6.6875              $1,337,500.00               $371.83
================================================================================================================================
(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(c). The price per share and
         aggregate offering price are based upon the closing sales price of
         Registrant's Common Stock on October 11, 1999 as reported on The Nasdaq
         National Market System.

                                       ii
3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Caere Corporation (the "Company or
Caere") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

         (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"),
that contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

         (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

         (c) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law Caere has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
Caere's Bylaws provide that Caere will indemnify its directors and executive
officers and may indemnify other officers to the fullest extent permitted by
law. Under its Bylaws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The Bylaws also require Caere to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.

         In addition, Caere's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to Caere and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to Caere for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violation of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.

         Caere has entered into indemnity agreements with each of its directors
and executive officers. Such indemnity agreements contain provisions that are in
some respects broader than the specific indemnification provisions contained in
Delaware law.

         Caere maintains a policy providing directors' and officers' liability
insurance, which insures directors and officers of Caere in certain
circumstances with a liability limit of $10,000,000 per claim and in the
aggregate, subject to varying retentions. This coverage is on a claims made
basis.

                                       1
4

                                    EXHIBITS
EXHIBIT
NUMBER
------
5       Opinion of Counsel.

23.1    Consent of  KPMG LLP.

23.2    Consent of Counsel is contained in Exhibit 5 to this Registration
        Statement.

24      Power of Attorney is contained on the signature page II-1.
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 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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)(i) and (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 by the issuer pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.

         (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 herein, 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 the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered herein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                                       2
5

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 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.

                                       3
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Gatos, State of California, on September 30,
1999.

                                CAERE CORPORATION

                                   By:  /s/Blanche M. Sutter
                                      ------------------------------------------
                                        Blanche M. Sutter
                                        Executive Vice President,
                                        Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert G. Teresi and Blanche M. Sutter,
and each or any one of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

                                      II-1
7

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                            TITLE                                       DATE
----------                           -----                                       ----
/s/     Robert G. Teresi             Chairman  of the Board,  President  and     September 30, 1999
---------------------------------    Chief Executive Officer
         Robert G. Teresi            (Principal Executive Officer)

/s/     Blanche M. Sutter             Executive Vice President,                   September 30, 1999
---------------------------------     Chief Financial Officer and
         Blanche M. Sutter            Secretary (Principal Financial
                                      and Accounting Officer)

                                      Director                                    September 30,  1999
--------------------------------
         Betsy S. Atkins

/s/     James K, Dutton               Director                                    September 30, 1999
---------------------------------
         James K. Dutton

/s/     Joseph J. Francesconi         Director                                    September 30, 1999
---------------------------------
         Joseph J. Francesconi

/s/     Robert J. Frankenberg         Director                                    September 30, 1999
---------------------------------
         Robert J. Frankenberg
II-2
8

                                  EXHIBIT INDEX
EXHIBIT
  NUMBER                         DESCRIPTION
  -------                        -----------
5          Opinion of Counsel.
  23.1        Consent of KPMG Peat Marwick LLP.
  23.2        Consent of Counsel is contained in Exhibit 5 to this Registration
              Statement.
  24          Power of Attorney is contained on signature page II-1.