<PAGE>   1
      As filed with the Securities and Exchange Commission on June 10, 1996
                                                     Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                 ----------------------------------------------
                              VERILINK CORPORATION
             (Exact name of Registrant as specified in its charter)
                 ----------------------------------------------

           DELAWARE                                             94-2857548
 (State of Other Jurisdiction                                (I.R.S. Employer
of Incorporation of Organization)                           Identification No.)

                                145 BAYTECH DRIVE
                           SAN JOSE, CALIFORNIA 95134
                    (Address of Principal Executive Offices)
                 AMENDED AND RESTATED 1993 STOCK OPTION PLAN AND
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plans)

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

                                TIMOTHY G. CONLEY
                             VICE PRESIDENT, FINANCE
                              VERILINK CORPORATION
                                145 BAYTECH DRIVE
                           SAN JOSE, CALIFORNIA 95134
                     (Name and Address of Agent for Service)

                                 (408) 945-1199
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:

                             STEPHEN M. TENNIS, ESQ.
                            JAMES M. MEENAGHAN, ESQ.
                             MORRISON & FOERSTER LLP
                               755 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1018
                                 (415) 813-5600

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

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                                      Proposed                  Proposed
                                    Amount                  Maximum                   Maximum                  Amount of
Title of Securities                  to be               Offering Price          Aggregate Offering           Registration
to be Registered                  Registered              Per Share(1)                Price(1)                    Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                     <C>                          <C>
Common Stock, $.01 
par value per share                2,325,356                 $14.00                 $32,554,984                 $11,226
==================================================================================================================================
</TABLE>

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

         In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

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

                              Page 1 of 11 pages.
                  The Index to Exhibits appears on page II-7.
<PAGE>   2
                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.


                               Page 2 of 11 Pages
<PAGE>   3
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act and included in the Registration Statement on Form S-1 (the
"Registration Statement") as declared effective on June 10, 1996 (No. 333-4010),
which includes audited financial statements for the Registrant's latest fiscal
year.

         (b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the audited financial statements described
in (a) above.

         (c) The description of the Registrant's Common Stock which is contained
in its Registration Statement on Form 8-A dated June 7, 1996 filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

         All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and 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 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 by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                      II-1

                               Page 3 of 11 Pages
<PAGE>   4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation eliminates to the fullest
extent permissible under the General Corporation Law of the State of Delaware
the liability of directors to the Company and its stockholders for monetary
damages for breach of fiduciary duty as a director. This provision does not
eliminate liability: (a) for any breach of a director's duty of loyalty to the
Company or its stockholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law; (c) in
connection with payment of any illegal dividend or illegal stock repurchase; or
(d) for any transaction from which the director derives an improper personal
benefit. In addition, these provisions do not apply to equitable remedies such
as injunctive relief.

         The Bylaws of the Company provide that indemnification of directors and
officers must be provided to the fullest extent permitted under Delaware law and
the Company's Certificate of Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      II-2

                               Page 4 of 11 Pages
<PAGE>   5
ITEM 8. EXHIBITS.

    4.1  Form of Amended and Restated Certificate of Incorporation of the
         Registrant (incorporated by reference to Exhibit 3.2 to the
         Registrant's Registration Statement on Form S-1 (Commission File No.
         333-4010) which became effective on June 10, 1996 (the "Registration
         Statement on Form S- 1")).

    4.2  Form of Registrant's Amended and Restated Bylaws, and amendment thereto
         (incorporated by reference to Exhibit 3.4 to the Registration Statement
         on Form S-1).

    5.1  Opinion of Morrison & Foerster LLP

   23.1  Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)

   23.2  Consent of Price Waterhouse LLP

   24.1  Power of Attorney (See page II-5)

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;

                           (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 this
Registration Statement or any material change to such information in the
Registration Statement.


                                      II-3

                               Page 5 of 11 Pages
<PAGE>   6
         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.

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

         (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 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 by a director, officer or controlling person of the Registrant in the
successful defense or 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 of 11 Pages
<PAGE>   7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Verilink Corporation 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 San Jose, State of California, on June 10, 1996.


                                       VERILINK CORPORATION

                                       By:  /s/ DANNELLE M. EMMETT
                                            -------------------------------
                                            Dannelle M. Emmett, Secretary



                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Leigh S. Belden, Timothy G. Conley, Steven C. Taylor, Howard Oringer and
Dannelle M. Emmett, and each of them, as attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendment to
this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, 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/ LEIGH S. BELDEN             President, Chief Executive          June 10, 1996
- -----------------------------   Officer and Director
Leigh S. Belden                 (Principal Executive Officer)
                                


/s/ TIMOTHY G. CONLEY           Vice President, Finance and         June 10, 1996
- -----------------------------   Chief Financial Officer
Timothy G. Conley               (Principal Financial and
                                Accounting Officer)
                                
</TABLE>


                                      II-6

                               Page 7 of 11 Pages
<PAGE>   8
<TABLE>
<S>                             <C>                                 <C>
/s/ HOWARD ORINGER              Director                            June 10, 1996
- -----------------------------
Howard Oringer



/s/ STEVEN C. TAYLOR            Director                            June 10, 1996
- -----------------------------
Steven C. Taylor


                                Director                            June   , 1996
- -----------------------------
David L. Lyon
</TABLE>


                                      II-6

                               Page 8 of 11 Pages
<PAGE>   9
EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT                                                                             SEQUENTIAL
NUMBER                              DESCRIPTION                                      PAGE NO.
- -------                             -----------                                     ----------
<S>                                 <C>                                             <C>
4.1      Form of Amended and Restated Certificate of Incorporation of the
         Registrant (incorporated by reference to Exhibit 3.2 to the
         Registrants' Registration Statement on Form S-1 (Commission File No.
         333-4010) which became effective on June , 1996 (the "Registration
         Statement on Form S- 1")).

4.2      Form of Registrant's Amended and Restated Bylaws (incorporated by
         reference to Exhibit 3.4 to the Registration Statement on Form S-1).

5.1      Opinion of Morrison & Foerster LLP                                             10

23.1     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)                  10

23.2     Consent of Price Waterhouse LLP                                                11

24.1     Power of Attorney (See pages II-5 and II-6)                                   7-8
</TABLE>


                               Page 9 of 11 Pages
[{"type": "S-8", "sequence": "1", "description": "VERILINK CORPORATION FORM S-8", "secsgml_size_bytes": 17811}]
{"company-data": {"conformed-name": "VERILINK CORP", "cik": "0000774937", "assigned-sic": "3661", "irs-number": "942857548", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05651", "film-number": "96579113"}, "business-address": {"street1": "145 BAYTECH DR", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4089451199"}, "mail-address": {"street1": "145 BAYTECH DR", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1
      As filed with the Securities and Exchange Commission on June 10, 1996
                                                     Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                 ----------------------------------------------
                              VERILINK CORPORATION
             (Exact name of Registrant as specified in its charter)
                 ----------------------------------------------

           DELAWARE                                             94-2857548
 (State of Other Jurisdiction                                (I.R.S. Employer
of Incorporation of Organization)                           Identification No.)

                                145 BAYTECH DRIVE
                           SAN JOSE, CALIFORNIA 95134
                    (Address of Principal Executive Offices)
                 AMENDED AND RESTATED 1993 STOCK OPTION PLAN AND
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plans)

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

                                TIMOTHY G. CONLEY
                             VICE PRESIDENT, FINANCE
                              VERILINK CORPORATION
                                145 BAYTECH DRIVE
                           SAN JOSE, CALIFORNIA 95134
                     (Name and Address of Agent for Service)

                                 (408) 945-1199
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:

                             STEPHEN M. TENNIS, ESQ.
                            JAMES M. MEENAGHAN, ESQ.
                             MORRISON & FOERSTER LLP
                               755 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1018
                                 (415) 813-5600

               --------------------------------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                                      Proposed                  Proposed
                                    Amount                  Maximum                   Maximum                  Amount of
Title of Securities                  to be               Offering Price          Aggregate Offering           Registration
to be Registered                  Registered              Per Share(1)                Price(1)                    Fee
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 
par value per share                2,325,356                 $14.00                 $32,554,984                 $11,226
==================================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee.

         In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

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

                              Page 1 of 11 pages.
                  The Index to Exhibits appears on page II-7.
2
                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                               Page 2 of 11 Pages
3
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act and included in the Registration Statement on Form S-1 (the
"Registration Statement") as declared effective on June 10, 1996 (No. 333-4010),
which includes audited financial statements for the Registrant's latest fiscal
year.

         (b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the audited financial statements described
in (a) above.

         (c) The description of the Registrant's Common Stock which is contained
in its Registration Statement on Form 8-A dated June 7, 1996 filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

         All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and 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 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 by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-1

                               Page 3 of 11 Pages
4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation eliminates to the fullest
extent permissible under the General Corporation Law of the State of Delaware
the liability of directors to the Company and its stockholders for monetary
damages for breach of fiduciary duty as a director. This provision does not
eliminate liability: (a) for any breach of a director's duty of loyalty to the
Company or its stockholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law; (c) in
connection with payment of any illegal dividend or illegal stock repurchase; or
(d) for any transaction from which the director derives an improper personal
benefit. In addition, these provisions do not apply to equitable remedies such
as injunctive relief.

         The Bylaws of the Company provide that indemnification of directors and
officers must be provided to the fullest extent permitted under Delaware law and
the Company's Certificate of Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2

                               Page 4 of 11 Pages
5
ITEM 8. EXHIBITS.

    4.1  Form of Amended and Restated Certificate of Incorporation of the
         Registrant (incorporated by reference to Exhibit 3.2 to the
         Registrant's Registration Statement on Form S-1 (Commission File No.
         333-4010) which became effective on June 10, 1996 (the "Registration
         Statement on Form S- 1")).

    4.2  Form of Registrant's Amended and Restated Bylaws, and amendment thereto
         (incorporated by reference to Exhibit 3.4 to the Registration Statement
         on Form S-1).

    5.1  Opinion of Morrison & Foerster LLP

   23.1  Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)

   23.2  Consent of Price Waterhouse LLP

   24.1  Power of Attorney (See page II-5)

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;

                           (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 this
Registration Statement or any material change to such information in the
Registration Statement.

                                      II-3

                               Page 5 of 11 Pages
6
         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.

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

         (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 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 by a director, officer or controlling person of the Registrant in the
successful defense or 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 of 11 Pages
7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Verilink Corporation 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 San Jose, State of California, on June 10, 1996.

                                       VERILINK CORPORATION

                                       By:  /s/ DANNELLE M. EMMETT
                                            -------------------------------
                                            Dannelle M. Emmett, Secretary

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Leigh S. Belden, Timothy G. Conley, Steven C. Taylor, Howard Oringer and
Dannelle M. Emmett, and each of them, as attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any amendment to
this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                        Title                         Date
         ---------                        -----                         ----
/s/ LEIGH S. BELDEN             President, Chief Executive          June 10, 1996
- -----------------------------   Officer and Director
Leigh S. Belden                 (Principal Executive Officer)
                                

/s/ TIMOTHY G. CONLEY           Vice President, Finance and         June 10, 1996
- -----------------------------   Chief Financial Officer
Timothy G. Conley               (Principal Financial and
                                Accounting Officer)
II-6

                               Page 7 of 11 Pages
8
/s/ HOWARD ORINGER              Director                            June 10, 1996
- -----------------------------
Howard Oringer

/s/ STEVEN C. TAYLOR            Director                            June 10, 1996
- -----------------------------
Steven C. Taylor

                                Director                            June   , 1996
- -----------------------------
David L. Lyon
II-6

                               Page 8 of 11 Pages
9
EXHIBIT INDEX
EXHIBIT                                                                             SEQUENTIAL
NUMBER                              DESCRIPTION                                      PAGE NO.
- -------                             -----------                                     ----------
4.1      Form of Amended and Restated Certificate of Incorporation of the
         Registrant (incorporated by reference to Exhibit 3.2 to the
         Registrants' Registration Statement on Form S-1 (Commission File No.
         333-4010) which became effective on June , 1996 (the "Registration
         Statement on Form S- 1")).

4.2      Form of Registrant's Amended and Restated Bylaws (incorporated by
         reference to Exhibit 3.4 to the Registration Statement on Form S-1).

5.1      Opinion of Morrison & Foerster LLP                                             10

23.1     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)                  10

23.2     Consent of Price Waterhouse LLP                                                11

24.1     Power of Attorney (See pages II-5 and II-6)                                   7-8
Page 9 of 11 Pages