<PAGE>   1
      As Filed With the Securities and Exchange Commission on June 30, 1997
                                                    Registration No. 33-________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549


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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933

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


                                   DISC, INC.
             (Exact name of registrant as specified in its charter)

           CALIFORNIA                                            77-0126925
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                372 TURQUOISE STREET, MILPITAS, CALIFORNIA 95035
               (Address of Principal Executive Offices) (Zip Code)

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

                         CONSULTING SERVICES AGREEMENTS
                            (Full Title of the Plans)

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

             J. Richard Ellis, President and Chief Executive Officer
                372 Turquoise Street, Milpitas, California 95035
                     (Name and address of agent for service)

                                 (408) 934-7000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                K.C. Schaaf, Esq.
                             Jeffrey B. Coyne, Esq.
          Stradling, Yocca, Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Title of Securities    Amount To Be     Proposed Maximum    Proposed Maximum          Amount of
 To Be Registered       Registered          Offering       Aggregate Offering     Registration Fee
                                        Price Per Share         Price (1)
==================================================================================================
<S>                   <C>               <C>                <C>                    <C>
   Common Stock,
    no par value      46,161 shares        $3.375(1)           $155,793(1)             $47.21
==================================================================================================
</TABLE>

(1)       The aggregate offering price for 46,161 shares of Common Stock
          registered hereby, which are to be offered to the Registrant's
          consultants pursuant to the Plan, is estimated solely for the purpose
          of calculating the registration fee, in accordance with Rule
          457(h)(1), on the basis of the price of securities of the same class
          as determined in accordance with Rule 457(c), using the average of the
          closing bid and asked price of the Common Stock of the Registrant on
          Nasdaq Small Cap on June 25, 1997.
<PAGE>   2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, containing its financial statements for its fiscal year
ended December 31, 1996.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.

         (c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (a) above.

         (d) The description of the Registrant's Common Stock that is contained
in the Registrant's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. 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.


Item 6.  Indemnification of Directors and Officers.

         Section 317 of the California General Corporation Law makes provision
for the indemnification of officers and directors in terms sufficiently broad to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). The Articles of Incorporation of the Company authorize
the Company to provide indemnification of its officers, directors and agents for
breach of duty to the Company and its shareholders through bylaw provisions or
indemnification agreements, or both, in excess of the indemnification otherwise
permitted by California law, subject to certain limitations.

         In addition, as permitted by Section 204(a)(10) of the California
General Corporation Law, the Articles of Incorporation of the Company provide
that a director of the Company shall not be liable to the Company or its
shareholders for monetary damages to the fullest extent permissible under
California law. However, as provided by California law, such limitation of
liability will not act to limit the liability of a director for (i) acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best interest of the Company or its shareholders or that involve the
absence of good faith on the part of the director, (iii) any transaction from
which a director derived an improper personal benefit, (iv) acts or omissions
that show a reckless disregard for the director's duty to the Company or its
shareholders in circumstances in which the director was aware or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Company or its shareholders, (v) acts or omissions that
constitute
<PAGE>   3
an unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Company or its shareholders, (vi) any improper
transactions between a director and the Company in which the director has a
material financial interest or (vii) any unlawful distributions to the
shareholders of the Company or any unlawful loan of money or property to, or a
guarantee of the obligation of, any director or officer of the Company.

         In addition, the Company has entered into separate Indemnification
Agreements with each of its directors.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration
Statement:

         Number                     Description

         4.1      Consulting Services Agreement with John W. Meadows

         4.2      Consulting Services Agreement with David J. Kalstrom

         5        Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
                  Corporation, Counsel to the Registrant.

         23.1     Consent of Stradling, Yocca, Carlson & Rauth, a Professional
                  Corporation (included in the Opinion filed as Exhibit 5).

         23.2     Consent of Price Waterhouse LLP, independent accountants.

         24       Power of Attorney (included on signature page to the
                  Registration Statement at page S-1).


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 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 the
                  registration statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by
<PAGE>   4
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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (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 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on the 27th day of
June, 1997.

                                    DISC, INC.


                                    By:   /s/ J. Richard Ellis
                                          ----------------------------------
                                          J. Richard Ellis
                                          President, Chief Executive Officer
                                          and Chairman of the Board

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of DISC, Inc., do hereby
constitute and appoint J. Richard Ellis and Henry Madrid, or either of them, our
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments 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 unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully 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 by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
      Signature                                  Title                                    Date
      ---------                                  -----                                    ----
<S>                             <C>                                                  <C>
/s/ J. Richard Ellis            President, Chief Executive Officer and                June 27, 1997
---------------------------     Chairman of the Board (Principal Executive
J. Richard Ellis                Officer)


/s/ Henry Madrid                Vice President of Finance and Chief                   June 27, 1997
---------------------------     Financial Officer (Principal Financial and
Henry Madrid                    Accounting Officer)


/s/ Frank T. Connors            Director                                              June 27, 1997
---------------------------
Frank T. Connors

/s/ F. Rigdon Currie            Director                                              June 27, 1997
---------------------------
F. Rigdon Currie

/s/ Michael D. Kaufman          Director                                              June 27, 1997
---------------------------
Michael D. Kaufman

/s/ Arch J. McGill              Director                                              June 27, 1997
---------------------------
Arch J. McGill

/s/ Michael A. McManus, Jr.      Director                                             June 27, 1997
---------------------------
Michael A. McManus, Jr.
</TABLE>
<PAGE>   6
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit                                                                             Sequential
 Number                       Description                                          Page Number
-------                       -----------                                          -----------
<S>            <C>                                                                <C>

  4.1          Consulting Services Agreement with John W. Meadows                        7

  4.2          Consulting Services Agreement with David J. Kalstrom                      8

  5            Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
               Corporation, Counsel to the Registrant.                                   9

 23.1          Consent of Stradling, Yocca, Carlson & Rauth, a Professional
               Corporation (included in the Opinion filed as Exhibit 5).                 N/A

 23.2          Consent of Price Waterhouse LLP, independent accountants.                 10

 24            Power of Attorney (included on signature page to the Registration
               Statement at page S-1).                                                   N/A
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17307}]
{"company-data": {"conformed-name": "DISC INC/CA", "cik": "0000891788", "assigned-sic": "3572", "irs-number": "770129625", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30503", "film-number": "97634670"}, "business-address": {"street1": "372 TURQUOISE STREET", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4087345287"}, "mail-address": {"street1": "372 TURQUOISE ST", "city": ",ILPITA", "state": "CA", "zip": "95035"}, "former-company": {"former-conformed-name": "DOCUMENT IMAGING SYSTEMS CORP", "date-changed": "19940803"}}
1
      As Filed With the Securities and Exchange Commission on June 30, 1997
                                                    Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                   DISC, INC.
             (Exact name of registrant as specified in its charter)

           CALIFORNIA                                            77-0126925
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                372 TURQUOISE STREET, MILPITAS, CALIFORNIA 95035
               (Address of Principal Executive Offices) (Zip Code)

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

                         CONSULTING SERVICES AGREEMENTS
                            (Full Title of the Plans)

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

             J. Richard Ellis, President and Chief Executive Officer
                372 Turquoise Street, Milpitas, California 95035
                     (Name and address of agent for service)

                                 (408) 934-7000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                K.C. Schaaf, Esq.
                             Jeffrey B. Coyne, Esq.
          Stradling, Yocca, Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
Title of Securities    Amount To Be     Proposed Maximum    Proposed Maximum          Amount of
 To Be Registered       Registered          Offering       Aggregate Offering     Registration Fee
                                        Price Per Share         Price (1)
==================================================================================================
Common Stock,
    no par value      46,161 shares        $3.375(1)           $155,793(1)             $47.21
==================================================================================================
(1)       The aggregate offering price for 46,161 shares of Common Stock
          registered hereby, which are to be offered to the Registrant's
          consultants pursuant to the Plan, is estimated solely for the purpose
          of calculating the registration fee, in accordance with Rule
          457(h)(1), on the basis of the price of securities of the same class
          as determined in accordance with Rule 457(c), using the average of the
          closing bid and asked price of the Common Stock of the Registrant on
          Nasdaq Small Cap on June 25, 1997.
2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, containing its financial statements for its fiscal year
ended December 31, 1996.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.

         (c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (a) above.

         (d) The description of the Registrant's Common Stock that is contained
in the Registrant's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. 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.

Item 6.  Indemnification of Directors and Officers.

         Section 317 of the California General Corporation Law makes provision
for the indemnification of officers and directors in terms sufficiently broad to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). The Articles of Incorporation of the Company authorize
the Company to provide indemnification of its officers, directors and agents for
breach of duty to the Company and its shareholders through bylaw provisions or
indemnification agreements, or both, in excess of the indemnification otherwise
permitted by California law, subject to certain limitations.

         In addition, as permitted by Section 204(a)(10) of the California
General Corporation Law, the Articles of Incorporation of the Company provide
that a director of the Company shall not be liable to the Company or its
shareholders for monetary damages to the fullest extent permissible under
California law. However, as provided by California law, such limitation of
liability will not act to limit the liability of a director for (i) acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best interest of the Company or its shareholders or that involve the
absence of good faith on the part of the director, (iii) any transaction from
which a director derived an improper personal benefit, (iv) acts or omissions
that show a reckless disregard for the director's duty to the Company or its
shareholders in circumstances in which the director was aware or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the Company or its shareholders, (v) acts or omissions that
constitute
3
an unexcused pattern of inattention that amounts to an abdication of the
director's duty to the Company or its shareholders, (vi) any improper
transactions between a director and the Company in which the director has a
material financial interest or (vii) any unlawful distributions to the
shareholders of the Company or any unlawful loan of money or property to, or a
guarantee of the obligation of, any director or officer of the Company.

         In addition, the Company has entered into separate Indemnification
Agreements with each of its directors.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration
Statement:

         Number                     Description

         4.1      Consulting Services Agreement with John W. Meadows

         4.2      Consulting Services Agreement with David J. Kalstrom

         5        Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
                  Corporation, Counsel to the Registrant.

         23.1     Consent of Stradling, Yocca, Carlson & Rauth, a Professional
                  Corporation (included in the Opinion filed as Exhibit 5).

         23.2     Consent of Price Waterhouse LLP, independent accountants.

         24       Power of Attorney (included on signature page to the
                  Registration Statement at page S-1).

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 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 the
                  registration statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by
4
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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (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 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on the 27th day of
June, 1997.

                                    DISC, INC.

                                    By:   /s/ J. Richard Ellis
                                          ----------------------------------
                                          J. Richard Ellis
                                          President, Chief Executive Officer
                                          and Chairman of the Board

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of DISC, Inc., do hereby
constitute and appoint J. Richard Ellis and Henry Madrid, or either of them, our
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments 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 unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully 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 by the following persons in the
capacities and on the date indicated.
Signature                                  Title                                    Date
      ---------                                  -----                                    ----
/s/ J. Richard Ellis            President, Chief Executive Officer and                June 27, 1997
---------------------------     Chairman of the Board (Principal Executive
J. Richard Ellis                Officer)

/s/ Henry Madrid                Vice President of Finance and Chief                   June 27, 1997
---------------------------     Financial Officer (Principal Financial and
Henry Madrid                    Accounting Officer)

/s/ Frank T. Connors            Director                                              June 27, 1997
---------------------------
Frank T. Connors

/s/ F. Rigdon Currie            Director                                              June 27, 1997
---------------------------
F. Rigdon Currie

/s/ Michael D. Kaufman          Director                                              June 27, 1997
---------------------------
Michael D. Kaufman

/s/ Arch J. McGill              Director                                              June 27, 1997
---------------------------
Arch J. McGill

/s/ Michael A. McManus, Jr.      Director                                             June 27, 1997
---------------------------
Michael A. McManus, Jr.
6
                                  EXHIBIT INDEX
Exhibit                                                                             Sequential
 Number                       Description                                          Page Number
-------                       -----------                                          -----------
4.1          Consulting Services Agreement with John W. Meadows                        7

  4.2          Consulting Services Agreement with David J. Kalstrom                      8

  5            Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
               Corporation, Counsel to the Registrant.                                   9

 23.1          Consent of Stradling, Yocca, Carlson & Rauth, a Professional
               Corporation (included in the Opinion filed as Exhibit 5).                 N/A

 23.2          Consent of Price Waterhouse LLP, independent accountants.                 10

 24            Power of Attorney (included on signature page to the Registration
               Statement at page S-1).                                                   N/A