<PAGE>   1
    As filed with the Securities and Exchange Commission on January 24, 1997
                                                Registration No. 333-___________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                
                                ----------------

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

            DELAWARE                                      75-229445
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                               2525 BROCKTON DRIVE
                                AUSTIN, TX 78758
               (Address of principal executive offices) (Zip Code)

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

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                              ANGELO A. DECARO, JR.
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                      2525 BROCKTON DRIVE, AUSTIN, TX 78758
                     (Name and address of agent for service)
                                 (512) 435-1000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

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

                                                                   Proposed               Proposed
            Title of                                                Maximum               Maximum
           Securities                        Amount                Offering              Aggregate            Amount of
              to be                          to be                   Price               Offering           Registration
           Registered                     Registered(1)           per Share(2)           Price(2)                Fee
           ----------                     -------------           ------------           --------                ---

Employee Stock Purchase Plan:
-----------------------------
<S>                                        <C>                    <C>                   <C>                 <C>   
Common Stock, $0.0001 par value            1,000,000 shares          $4.44              $4,440,000             $1,346

-------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the XeTel Corporation Employee
         Stock Purchase Plan, by reason of any stock dividend, stock split,
         recapitalization or other similar transaction effected without the
         receipt of consideration which results in an increase in the number of
         the outstanding shares of Common Stock of XeTel Corporation

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of XeTel
         Corporation on January 21, 1997, as reported on the Nasdaq National
         Market.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         XeTel Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission ("SEC"):

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended March 30, 1996, filed with the SEC on June 14,
                  1996;

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended June 29, 1996 and September 28, 1996, filed
                  with the SEC on August 13, 1996 and November 12, 1996,
                  respectively;

         (c)      The Registrant's Registration Statement No. 00-27482 on Form
                  8-A filed with the SEC on January 3, 1996, pursuant to Section
                  12(b) of the Securities Exchange Act of 1934 (the "1934 Act"),
                  in which there is described the terms, rights and provisions
                  applicable to the Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained 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 subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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

         Pursuant to the Delaware General Corporation Law (the "Delaware Law"),
the Registrant has adopted provisions in its Second Restated Certificate of
Incorporation and Restated Bylaws that purport to eliminate the personal
liability of the directors to the Registrant and its stockholders for monetary
damages for breach of the directors' fiduciary duties in certain circumstances.
These provisions do not eliminate the directors' fiduciary duties to the
Registrant, and in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware Law. The Registrant's Restated Bylaws require the Registrant to
indemnify its directors and executive officers to the fullest extent permitted
by the Delaware Law and permits indemnification of employees and other agents.
Notwithstanding such provisions in the Registrant's Second Restated Certificate
of Incorporation and Restated Bylaws, each director will continue to be subject
to liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations 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. These provisions also are not
applicable to, and therefore do not affect, a director's responsibilities under
any other law, such as the federal securities laws or state or federal
environmental laws. The Registrant has also entered into indemnification
agreements with each of its current


<PAGE>   3
directors and executive officers that provide for such indemnification,
including circumstances in which indemnification and the advancement of expenses
are discretionary under the Delaware Law. The Registrant believes that the
limitation of liability provisions in its Second Restated Certificate of
Incorporation and Restated Bylaws and the indemnification agreements will
enhance the Registrant's ability to continue to attract and retain qualified
individuals to serve as directors and executive officers. The Registrant is not
aware of any pending litigation or proceeding involving a director, officer or
employee of the Registrant to which any of such indemnification agreements would
apply.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit Number    Exhibit
--------------    -------

         4        Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registrant's Registration No. 00-27482 on Form 8-A
                  which is incorporated herein by reference pursuant to Item
                  3(b) to this Registration Statement.
         5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
         23.1     Consent of Price Waterhouse LLP, Independent Accountants.
         23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
         24       Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement
         99.1     Employee Stock Purchase Plan.
         99.2     Stock Purchase Agreement.
         99.3     Enrollment/Change Form.


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 1933 Act 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's
Employee Stock Purchase Plan.

    B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 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


                                      II-2
<PAGE>   4
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 1933 Act
and will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>   5
                                   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 City of Austin, State of Texas, on this 21st day of January,
1997.

                             XETEL CORPORATION



                             By: /s/ Angelo A. DeCaro, Jr.
                                 -----------------------------------------------
                                 Angelo A. DeCaro, Jr.
                                 President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of XeTel Corporation, a
Delaware corporation, do hereby constitute and appoint Angelo A. DeCaro, Jr.,
the lawful attorney-in-fact and agent with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorney and agent, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that said attorney and agent, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                          Title                                   Date
---------                          -----                                   ----
<S>                                <C>                                <C> 
/s/ Angelo A. Decaro, Jr.          President, Chief Executive         January 21, 1997
------------------------------     Officer and Director         
Angelo A. DeCaro, Jr.              (Principal Executive Officer)
                                   




/s/ Richard S. Chilinski           Vice President, Chief Financial    January 21, 1997
------------------------------     Officer and Assistant Secretary
Richard S. Chilinski               (Principal Financial and       
                                   Accounting Officer)            
                                                
/s/ Kozo Sato                      Chairman of the Board              January 21, 1997
------------------------------     
Kozo Sato                                       

/s/ Julian C. Hart                 Vice President, Chief Technical    January 21, 1997
------------------------------     Officer and Director
Julian C. Hart                     

/s/ Ronald W. Guire                Secretary and Director             January 21, 1997
------------------------------     
Ronald W. Guire

/s/ Raimon L. Conlisk              Director                           January 21, 1997
------------------------------     
Raimon L. Conlisk
</TABLE>


                                      II-4
<PAGE>   6
                                  EXHIBIT INDEX


Exhibit Number    Exhibit
--------------    -------

     4            Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registrant's Registration No. 00-27482 on Form 8-A
                  which is incorporated herein by reference pursuant to Item
                  3(b) to this Registration Statement.
     5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1         Consent of Price Waterhouse LLP, Independent Accountants.
     23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
     24           Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
     99.1         Employee Stock Purchase Plan.
     99.2         Stock Purchase Agreement.
     99.3         Enrollment/Change Form.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17849}]
{"company-data": {"conformed-name": "XETEL CORP", "cik": "0001003932", "assigned-sic": "3670", "irs-number": "742310781", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20331", "film-number": "97510221"}, "business-address": {"street1": "2525 BROCKTON DR", "city": "AUSTIN", "state": "TX", "zip": "78758", "phone": "5128342266"}, "mail-address": {"street1": "2525 BROCKTON DRIVE", "city": "AUSTIN", "state": "TX", "zip": "78758"}}
1
    As filed with the Securities and Exchange Commission on January 24, 1997
                                                Registration No. 333-___________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                
                                ----------------

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

            DELAWARE                                      75-229445
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                               2525 BROCKTON DRIVE
                                AUSTIN, TX 78758
               (Address of principal executive offices) (Zip Code)

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

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

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

                              ANGELO A. DECARO, JR.
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                      2525 BROCKTON DRIVE, AUSTIN, TX 78758
                     (Name and address of agent for service)
                                 (512) 435-1000
          (Telephone number, including area code, of agent for service)

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

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

                                                                   Proposed               Proposed
            Title of                                                Maximum               Maximum
           Securities                        Amount                Offering              Aggregate            Amount of
              to be                          to be                   Price               Offering           Registration
           Registered                     Registered(1)           per Share(2)           Price(2)                Fee
           ----------                     -------------           ------------           --------                ---

Employee Stock Purchase Plan:
-----------------------------
Common Stock, $0.0001 par value            1,000,000 shares          $4.44              $4,440,000             $1,346

-------------------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the XeTel Corporation Employee
         Stock Purchase Plan, by reason of any stock dividend, stock split,
         recapitalization or other similar transaction effected without the
         receipt of consideration which results in an increase in the number of
         the outstanding shares of Common Stock of XeTel Corporation

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of XeTel
         Corporation on January 21, 1997, as reported on the Nasdaq National
         Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         XeTel Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission ("SEC"):

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended March 30, 1996, filed with the SEC on June 14,
                  1996;

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended June 29, 1996 and September 28, 1996, filed
                  with the SEC on August 13, 1996 and November 12, 1996,
                  respectively;

         (c)      The Registrant's Registration Statement No. 00-27482 on Form
                  8-A filed with the SEC on January 3, 1996, pursuant to Section
                  12(b) of the Securities Exchange Act of 1934 (the "1934 Act"),
                  in which there is described the terms, rights and provisions
                  applicable to the Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained 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 subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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

         Pursuant to the Delaware General Corporation Law (the "Delaware Law"),
the Registrant has adopted provisions in its Second Restated Certificate of
Incorporation and Restated Bylaws that purport to eliminate the personal
liability of the directors to the Registrant and its stockholders for monetary
damages for breach of the directors' fiduciary duties in certain circumstances.
These provisions do not eliminate the directors' fiduciary duties to the
Registrant, and in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware Law. The Registrant's Restated Bylaws require the Registrant to
indemnify its directors and executive officers to the fullest extent permitted
by the Delaware Law and permits indemnification of employees and other agents.
Notwithstanding such provisions in the Registrant's Second Restated Certificate
of Incorporation and Restated Bylaws, each director will continue to be subject
to liability for breach of the director's duty of loyalty to the Registrant, for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations 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. These provisions also are not
applicable to, and therefore do not affect, a director's responsibilities under
any other law, such as the federal securities laws or state or federal
environmental laws. The Registrant has also entered into indemnification
agreements with each of its current
3
directors and executive officers that provide for such indemnification,
including circumstances in which indemnification and the advancement of expenses
are discretionary under the Delaware Law. The Registrant believes that the
limitation of liability provisions in its Second Restated Certificate of
Incorporation and Restated Bylaws and the indemnification agreements will
enhance the Registrant's ability to continue to attract and retain qualified
individuals to serve as directors and executive officers. The Registrant is not
aware of any pending litigation or proceeding involving a director, officer or
employee of the Registrant to which any of such indemnification agreements would
apply.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit Number    Exhibit
--------------    -------

         4        Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registrant's Registration No. 00-27482 on Form 8-A
                  which is incorporated herein by reference pursuant to Item
                  3(b) to this Registration Statement.
         5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
         23.1     Consent of Price Waterhouse LLP, Independent Accountants.
         23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
         24       Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement
         99.1     Employee Stock Purchase Plan.
         99.2     Stock Purchase Agreement.
         99.3     Enrollment/Change Form.

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 1933 Act 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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's
Employee Stock Purchase Plan.

    B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 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

                                      II-2
4
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 1933 Act
and will be governed by the final adjudication of such issue.

                                      II-3
5
                                   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 City of Austin, State of Texas, on this 21st day of January,
1997.

                             XETEL CORPORATION

                             By: /s/ Angelo A. DeCaro, Jr.
                                 -----------------------------------------------
                                 Angelo A. DeCaro, Jr.
                                 President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of XeTel Corporation, a
Delaware corporation, do hereby constitute and appoint Angelo A. DeCaro, Jr.,
the lawful attorney-in-fact and agent with full power and authority to do any
and all acts and things and to execute any and all instruments which said
attorney and agent, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that said attorney and agent, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                          Title                                   Date
---------                          -----                                   ----
/s/ Angelo A. Decaro, Jr.          President, Chief Executive         January 21, 1997
------------------------------     Officer and Director         
Angelo A. DeCaro, Jr.              (Principal Executive Officer)
                                   

/s/ Richard S. Chilinski           Vice President, Chief Financial    January 21, 1997
------------------------------     Officer and Assistant Secretary
Richard S. Chilinski               (Principal Financial and       
                                   Accounting Officer)            
                                                
/s/ Kozo Sato                      Chairman of the Board              January 21, 1997
------------------------------     
Kozo Sato                                       

/s/ Julian C. Hart                 Vice President, Chief Technical    January 21, 1997
------------------------------     Officer and Director
Julian C. Hart                     

/s/ Ronald W. Guire                Secretary and Director             January 21, 1997
------------------------------     
Ronald W. Guire

/s/ Raimon L. Conlisk              Director                           January 21, 1997
------------------------------     
Raimon L. Conlisk
II-4
6
                                  EXHIBIT INDEX

Exhibit Number    Exhibit
--------------    -------

     4            Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registrant's Registration No. 00-27482 on Form 8-A
                  which is incorporated herein by reference pursuant to Item
                  3(b) to this Registration Statement.
     5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1         Consent of Price Waterhouse LLP, Independent Accountants.
     23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
     24           Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
     99.1         Employee Stock Purchase Plan.
     99.2         Stock Purchase Agreement.
     99.3         Enrollment/Change Form.