<PAGE>   1
     As filed with the Securities and Exchange Commission on June 29, 1998
                                                           Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                       INKINE PHARMACEUTICAL COMPANY, INC.
             (Exact name of registrant as specified in its charter)


                    NEW YORK                                  13-3754005
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)

               SENTRY PARK EAST
               1720 WALTON ROAD
                  BLUE BELL, PA                                 19422
   (Address of Principal Executive Offices)                   (Zip Code)



                                STOCK OPTION PLAN
                            (Full title of the plan)



                                LEONARD S. JACOB
                             CHIEF EXECUTIVE OFFICER
                       INKINE PHARMACEUTICAL COMPANY, INC.
                                SENTRY PARK EAST
                                1720 WALTON ROAD
                               BLUE BELL, PA 19422
                     (Name and address of agent for service)



                                 (610) 260-9350
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            CHARLES C. ZALL, ESQUIRE
                         SAUL, EWING, REMICK & SAUL LLP
                               CENTRE SQUARE WEST
                         1500 MARKET STREET, 38TH FLOOR
                           PHILADELPHIA, PA 19102-2186
                                 (215) 972-8660


               See next page for calculation of registration fee.
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
                                                                           Proposed                                              
                                                Proposed Maximum           Maximum          
Title of Securities to       Amount to be        Offering Price           Aggregate              Amount of Registration Fee (2)
    be Registered           Registered (1)        Per Share(2)         Offering Price(2)      
-----------------------     ---------------     ------------------     -----------------     ----------------------------------
<S>                         <C>                 <C>                    <C>                   <C>               
Common Stock, Par                 3,400,000     $1.3125                $4,462,500            $1,316.44
Value $0.0001 Per                                                                           
Share                                                                                        
                                                                                            
                                                                                            
</TABLE>


         (1) The Stock Option Plan covers a total of 4,200,000 shares. The
Registrant has previously registered an aggregate of 800,000 of such shares.

         (2) The registration fee with respect to these shares has been computed
based on the average of the reported high and low sale prices of shares of
Common Stock on June 25, 1998.
<PAGE>   3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION. (1)

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(1)


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The documents listed in (a) through (c) below are incorporated
by reference in this registration statement; and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 in this registration statement and to be a part
thereof from the date of filing of such documents:

                 (a)      The Registrant's annual report on Form 10-KSB for the
                          fiscal year ended June 30, 1997, as amended by Form
                          10-KSB/A, filed on January 14, 1998.

                 (b)      The Registrant's quarterly reports on Form 10-QSB for
                          the quarter ended September 30, 1997, as amended by
                          Form 10-QSB/A, filed on November 19, 1997, and for the
                          quarters ended December 31, 1997 and March 31, 1998.
                          The Registrant's report on Form 8-K, dated November
                          21, 1997, as amended by Form 8-K/A, dated December 3,
                          1997.

                 (c)      The description of the Registrant's Common Stock which
                          is contained in any Registration Statement or report
                          of the Registrant filed under the Securities Exchange
                          Act of 1934, including any amendments or reports filed
                          for the purposes of updating such description.

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTEREST OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.


--------
(1)      The information called for by Part I of Form S-8 is currently included
         in the description of the Registrant's Amended and Restated Stock
         Option Plan (the "Plan") which is or will be delivered to each employee
         selected to participate in the Plan in accordance with Rule 428 under
         the Securities Act of 1933, as amended. Pursuant to the Note to Part I
         of Form S-8, this information is not being filed with this Form S-8.



                                       1
<PAGE>   4
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Sections 721-726 of the New York General Corporation Law
empower a corporation to indemnify any person made, or threatened to be made, a
party to an action or proceeding, other than one by or in the right of the
corporation, whether civil or criminal, by reason of the fact that he or she was
a director or officer of the corporation or served such corporation in any
capacity. A corporation is empowered to indemnify such director or officer
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, if such director or officer acted in good faith, for
a purpose which he or she reasonably believed to be in the best interest of the
corporation and, in criminal actions or proceedings, had no reasonable cause to
believe that his or her conduct was unlawful.

         The Registrant's Certificate of Incorporation provides that the
directors of the Registrant shall not be liable for damages for any breach of
duty as directors, except that a director shall be liable if a judgment or other
final adjudication adverse to such director establishes that his acts or
omissions were in bad faith or involved intentional misconduct or knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated
Section 719 of the New York Business Corporation Law.

         The Registrant's Bylaws provide that the directors and officers of the
Registrant shall be indemnified and held harmless by the Corporation to the
fullest extent currently authorized by the New York Business Corporation Law.
These provision indemnify such persons against all expense, liability, and loss
reasonably incurred or suffered by such persons. Further, the Bylaws provide for
the advancement of expenses to persons eligible for indemnification under the
Bylaws. In addition, the Bylaws authorize the Corporation to maintain insurance
to protect itself and any director or officer of the Corporation against any
expense, liability, or loss, whether or not the Corporation would have the power
to indemnify such persons against such expense, liability, or loss under the New
York Business Corporation Law.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

         The following is a list of exhibits filed as part of the Registration
Statement:

         5        Opinion of Saul, Ewing, Remick & Saul LLP

         23.1     Consent of Richard A. Eisner & Company, LLP, independent 
                  auditors

         23.2     Consent of Saul, Ewing, Remick & Saul LLP (contained in 
                  Exhibit No. 5)

         24       Power of Attorney (included on signature page of the 
                  Registration Statement)

         99       Stock Option Plan, as amended


                                       2
<PAGE>   5
ITEM 9.           UNDERTAKINGS

                  (1)      The undersigned Registrant 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 of 1933 ("Securities
                  Act"), unless the information required to be included in such
                  post-effective amendment is contained in a periodic report
                  required to be filed by the Registrant or plan pursuant to
                  Section 13 or 15(d) of the Securities Exchange Act of 1934
                  ("Exchange Act") that is incorporated herein by reference;

                                    (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, unless the information required to be
                  included in such post-effective amendment is contained in a
                  periodic report filed by the Registrant or plan pursuant to
                  Section 13 or 15(d) of the Exchange Act that is incorporated
                  herein by reference;

                                    (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.

                           (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 related to the
         securities offered herein, and the offering of such securities at the
         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.

                           (d) That, for the purposes of determining any
         liability under the Securities Act, each filing of the Registrant's
         annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
         that is incorporated by reference in this 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) 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 provisions described in Item 6 above,
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 of the Registrant of expenses incurred or paid by the 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,
the Registrant certifies that it has reasonable grounds to believe that it meets
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 Blue Bell, Pennsylvania, on June 29, 1998.

                                        InKine Pharmaceutical Company, Inc.

                                        By:     /s/ Dr. Leonard S. Jacob
                                           -------------------------------------
                                               Dr. Leonard S. Jacob, M.D., Ph.D.
                                               Chairman of the Board and
                                               Chief Executive Officer

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Dr. Leonard S. Jacob and Robert
F. Apple, or either of them, his true and lawful attorneys-in-fact, with power
of substitution and resubstitution, to execute in the name of such person, in
his capacity as a director or officer of InKine Pharmaceutical Company, Inc.,
any and all amendments to this Registration Statement on Form S-8 and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitute, may do or cause
to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on June 29, 1998, by the following
persons in the capacities indicated.

<TABLE>
<CAPTION>
              Signature                            Title                              Date

<S>                                     <C>                                     <C> 
/s/  Dr. Leonard S. Jacob               Chairman of the Board, and              June 29, 1998
------------------------------          Chief Executive Officer      
Dr. Leonard S. Jacob                    (Principal Executive Officer)
                                        

/s/  Taffy J. Williams, Ph.D.           President, Chief Operating              June 29, 1998
------------------------------          Officer and Director
Taffy J. Williams, Ph.D.                

/s/  Robert F. Apple                    Vice President, Finance and             June 29, 1998
------------------------------          Administration (Principal 
Robert F. Apple                         Financial Officer)        
                                        

/s/  J.R. Leshufy                       Director                                June 29, 1998
------------------------------
J.R. Leshufy

/s/  Steven Ratoff                      Director                                June 29, 1998
------------------------------
Steven Ratoff

/s/  Thomas P. Stagnaro                 Director                                June 29, 1998
------------------------------
Thomas P. Stagnaro

/s/  Jerry A. Weisbach, Ph.D.           Director                                June 29, 1998
------------------------------
Jerry A. Weisbach, Ph.D.
</TABLE>



                                       4
<PAGE>   7
                                  EXHIBIT INDEX
 Exhibit
 Number                       Name of Document
--------------------------------------------------------------------------------
    5    Opinion of Saul, Ewing, Remick & Saul LLP

 23.1    Consent of Richard A. Eisner & Company, LLP, independent auditors

 23.2    Consent of Saul, Ewing, Remick & Saul LLP (contained in Exhibit No. 5)

   24    Power of Attorney (included on signature page of the Registration 
         Statement)

   99    Stock Option Plan, as amended


                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 INKINE PHARMACEUTICAL COMPANY, INC.", "secsgml_size_bytes": 17668}]
{"company-data": {"conformed-name": "INKINE PHARMACEUTICAL CO INC", "cik": "0000929547", "assigned-sic": "2834", "irs-number": "133754005", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58063", "film-number": "98657544"}, "business-address": {"street1": "425 PARK AVE", "street2": "27TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2123198300"}, "mail-address": {"street1": "425 PARK AVE", "street2": "27TH FL", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "PANAX PHARMACEUTICAL CO LTD", "date-changed": "19940906"}}
1
     As filed with the Securities and Exchange Commission on June 29, 1998
                                                           Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       INKINE PHARMACEUTICAL COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                    NEW YORK                                  13-3754005
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)

               SENTRY PARK EAST
               1720 WALTON ROAD
                  BLUE BELL, PA                                 19422
   (Address of Principal Executive Offices)                   (Zip Code)

                                STOCK OPTION PLAN
                            (Full title of the plan)

                                LEONARD S. JACOB
                             CHIEF EXECUTIVE OFFICER
                       INKINE PHARMACEUTICAL COMPANY, INC.
                                SENTRY PARK EAST
                                1720 WALTON ROAD
                               BLUE BELL, PA 19422
                     (Name and address of agent for service)

                                 (610) 260-9350
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            CHARLES C. ZALL, ESQUIRE
                         SAUL, EWING, REMICK & SAUL LLP
                               CENTRE SQUARE WEST
                         1500 MARKET STREET, 38TH FLOOR
                           PHILADELPHIA, PA 19102-2186
                                 (215) 972-8660

               See next page for calculation of registration fee.
2
                         CALCULATION OF REGISTRATION FEE
Proposed                                              
                                                Proposed Maximum           Maximum          
Title of Securities to       Amount to be        Offering Price           Aggregate              Amount of Registration Fee (2)
    be Registered           Registered (1)        Per Share(2)         Offering Price(2)      
-----------------------     ---------------     ------------------     -----------------     ----------------------------------
Common Stock, Par                 3,400,000     $1.3125                $4,462,500            $1,316.44
Value $0.0001 Per                                                                           
Share
(1) The Stock Option Plan covers a total of 4,200,000 shares. The
Registrant has previously registered an aggregate of 800,000 of such shares.

         (2) The registration fee with respect to these shares has been computed
based on the average of the reported high and low sale prices of shares of
Common Stock on June 25, 1998.
3
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION. (1)

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(1)

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The documents listed in (a) through (c) below are incorporated
by reference in this registration statement; and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 in this registration statement and to be a part
thereof from the date of filing of such documents:

                 (a)      The Registrant's annual report on Form 10-KSB for the
                          fiscal year ended June 30, 1997, as amended by Form
                          10-KSB/A, filed on January 14, 1998.

                 (b)      The Registrant's quarterly reports on Form 10-QSB for
                          the quarter ended September 30, 1997, as amended by
                          Form 10-QSB/A, filed on November 19, 1997, and for the
                          quarters ended December 31, 1997 and March 31, 1998.
                          The Registrant's report on Form 8-K, dated November
                          21, 1997, as amended by Form 8-K/A, dated December 3,
                          1997.

                 (c)      The description of the Registrant's Common Stock which
                          is contained in any Registration Statement or report
                          of the Registrant filed under the Securities Exchange
                          Act of 1934, including any amendments or reports filed
                          for the purposes of updating such description.

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTEREST OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.

--------
(1)      The information called for by Part I of Form S-8 is currently included
         in the description of the Registrant's Amended and Restated Stock
         Option Plan (the "Plan") which is or will be delivered to each employee
         selected to participate in the Plan in accordance with Rule 428 under
         the Securities Act of 1933, as amended. Pursuant to the Note to Part I
         of Form S-8, this information is not being filed with this Form S-8.

                                       1
4
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Sections 721-726 of the New York General Corporation Law
empower a corporation to indemnify any person made, or threatened to be made, a
party to an action or proceeding, other than one by or in the right of the
corporation, whether civil or criminal, by reason of the fact that he or she was
a director or officer of the corporation or served such corporation in any
capacity. A corporation is empowered to indemnify such director or officer
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, if such director or officer acted in good faith, for
a purpose which he or she reasonably believed to be in the best interest of the
corporation and, in criminal actions or proceedings, had no reasonable cause to
believe that his or her conduct was unlawful.

         The Registrant's Certificate of Incorporation provides that the
directors of the Registrant shall not be liable for damages for any breach of
duty as directors, except that a director shall be liable if a judgment or other
final adjudication adverse to such director establishes that his acts or
omissions were in bad faith or involved intentional misconduct or knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled or that his acts violated
Section 719 of the New York Business Corporation Law.

         The Registrant's Bylaws provide that the directors and officers of the
Registrant shall be indemnified and held harmless by the Corporation to the
fullest extent currently authorized by the New York Business Corporation Law.
These provision indemnify such persons against all expense, liability, and loss
reasonably incurred or suffered by such persons. Further, the Bylaws provide for
the advancement of expenses to persons eligible for indemnification under the
Bylaws. In addition, the Bylaws authorize the Corporation to maintain insurance
to protect itself and any director or officer of the Corporation against any
expense, liability, or loss, whether or not the Corporation would have the power
to indemnify such persons against such expense, liability, or loss under the New
York Business Corporation Law.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

         The following is a list of exhibits filed as part of the Registration
Statement:

         5        Opinion of Saul, Ewing, Remick & Saul LLP

         23.1     Consent of Richard A. Eisner & Company, LLP, independent 
                  auditors

         23.2     Consent of Saul, Ewing, Remick & Saul LLP (contained in 
                  Exhibit No. 5)

         24       Power of Attorney (included on signature page of the 
                  Registration Statement)

         99       Stock Option Plan, as amended

                                       2
5
ITEM 9.           UNDERTAKINGS

                  (1)      The undersigned Registrant 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 of 1933 ("Securities
                  Act"), unless the information required to be included in such
                  post-effective amendment is contained in a periodic report
                  required to be filed by the Registrant or plan pursuant to
                  Section 13 or 15(d) of the Securities Exchange Act of 1934
                  ("Exchange Act") that is incorporated herein by reference;

                                    (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, unless the information required to be
                  included in such post-effective amendment is contained in a
                  periodic report filed by the Registrant or plan pursuant to
                  Section 13 or 15(d) of the Exchange Act that is incorporated
                  herein by reference;

                                    (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.

                           (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 related to the
         securities offered herein, and the offering of such securities at the
         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.

                           (d) That, for the purposes of determining any
         liability under the Securities Act, each filing of the Registrant's
         annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
         that is incorporated by reference in this 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) 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 provisions described in Item 6 above,
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 of the Registrant of expenses incurred or paid by the 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,
the Registrant certifies that it has reasonable grounds to believe that it meets
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 Blue Bell, Pennsylvania, on June 29, 1998.

                                        InKine Pharmaceutical Company, Inc.

                                        By:     /s/ Dr. Leonard S. Jacob
                                           -------------------------------------
                                               Dr. Leonard S. Jacob, M.D., Ph.D.
                                               Chairman of the Board and
                                               Chief Executive Officer

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Dr. Leonard S. Jacob and Robert
F. Apple, or either of them, his true and lawful attorneys-in-fact, with power
of substitution and resubstitution, to execute in the name of such person, in
his capacity as a director or officer of InKine Pharmaceutical Company, Inc.,
any and all amendments to this Registration Statement on Form S-8 and all
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or his substitute, may do or cause
to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on June 29, 1998, by the following
persons in the capacities indicated.
Signature                            Title                              Date
/s/  Dr. Leonard S. Jacob               Chairman of the Board, and              June 29, 1998
------------------------------          Chief Executive Officer      
Dr. Leonard S. Jacob                    (Principal Executive Officer)
                                        

/s/  Taffy J. Williams, Ph.D.           President, Chief Operating              June 29, 1998
------------------------------          Officer and Director
Taffy J. Williams, Ph.D.                

/s/  Robert F. Apple                    Vice President, Finance and             June 29, 1998
------------------------------          Administration (Principal 
Robert F. Apple                         Financial Officer)        
                                        

/s/  J.R. Leshufy                       Director                                June 29, 1998
------------------------------
J.R. Leshufy

/s/  Steven Ratoff                      Director                                June 29, 1998
------------------------------
Steven Ratoff

/s/  Thomas P. Stagnaro                 Director                                June 29, 1998
------------------------------
Thomas P. Stagnaro

/s/  Jerry A. Weisbach, Ph.D.           Director                                June 29, 1998
------------------------------
Jerry A. Weisbach, Ph.D.
4
7
                                  EXHIBIT INDEX
 Exhibit
 Number                       Name of Document
--------------------------------------------------------------------------------
    5    Opinion of Saul, Ewing, Remick & Saul LLP

 23.1    Consent of Richard A. Eisner & Company, LLP, independent auditors

 23.2    Consent of Saul, Ewing, Remick & Saul LLP (contained in Exhibit No. 5)

   24    Power of Attorney (included on signature page of the Registration 
         Statement)

   99    Stock Option Plan, as amended

                                       5