<PAGE>   1

    As filed with the Securities and Exchange Commission on February 2, 2000
                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              ---------------------
                         LITHIUM TECHNOLOGY CORPORATION
               (Exact name of issuer as specified in its charter)

          Delaware                                        13-3411148
          --------                                        ----------
(State or other Jurisdiction of)               (IRS Employer Identification No.)

                                5115 Campus Drive
                      Plymouth Meeting, Pennsylvania 19462
                    (Address of principal executive offices)

                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                                  DAVID J. CADE
                      Chairman and Chief Executive Officer
                         Lithium Technology Corporation
                                5115 Campus Drive
                      Plymouth Meeting, Pennsylvania 19462
                     (Name and address of agent for service)

                                 (610) 940-6090
          (Telephone number, including area code, of agent for service)

                             ----------------------
                                    Copy to:
                             BARBARA J. COMLY, ESQ.
                           Gallagher, Briody & Butler
                               212 Carnegie Center
                                    Suite 402
                           Princeton, New Jersey 08540
                                 (609) 452-6000


<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================

                                                        Proposed maximum       Proposed maximum
     Title of securities              Amount to be       Offering price       aggregate offering       Amount of
       to be registered                Registered         Per share (1)              price         registration fee
---------------------------------- ------------------ ---------------------- --------------------- -----------------

<S>                                <C>                <C>                    <C>                   <C>
         Common Stock,             3,000,000 Shares          $1.26               $3,780,000.00          $997.92
   par value $.01 per share

====================================================================================================================
</TABLE>



(1)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
         purpose of calculating the registration fee, based upon the average of
         the reported bid and asked price of shares of Common Stock on January
         31, 2000, as reported on the OTC Bulletin Board.


The shares covered by this Registration Statement are shares to be granted under
the plan described herein or shares issuable upon the exercise of stock options
granted or to be granted under such plan. There are also registered hereunder
such additional indeterminate number of shares as may be issued as a result of
the antidilution provisions of the plan.


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, as filed by Lithium Technology
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:

         (a)      The Company's latest annual report, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report referred to in (a) above.

         (c)      The description of the Common Stock of the Company that is
contained in a registration statement filed under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description.

                  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained therein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.

                  All reports and other documents subsequently filed by the
Company 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 that
indicate that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  As permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"), Article V of the Company's By-laws provides for
the indemnification of an "authorized representative" of the Company (a) against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person, by reason of the fact that such person was
or is an authorized representative of the Company, in connection with a
threatened, pending or completed third party proceeding, whether civil or
criminal, administrative or investigative, if such individual acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and, if the action was a criminal
proceeding, if such person had no reasonable cause to believe that such person's
conduct was unlawful; and (b) against expenses actually and reasonably incurred
by such person in connection with the defense or settlement of a threatened,
pending or completed corporate proceeding, by reason of the fact such person was
or is an authorized representative of the Company, if such person acted under
the standards set forth in section (a) above and if such person was not found
liable to the Company (or if so found liable, if a proper court found such
person to be fairly and reasonably entitled to indemnification). The Company's
By-laws further provide for mandatory indemnification of authorized
representatives of the Company who have been successful in defense of any third
party or corporate proceeding or in defense of any claim, issue or matter
therein, against expenses actually and reasonably incurred in connection with
such defense. An "authorized representative" of the Company includes a director,
officer, employee or agent of the Company, or a person serving at the request of
the Company as a director, officer of another corporation, partnership, joint
venture, trust or other enterprise.

                  In addition, Article Ninth of the Company's Certificate of
Incorporation provides that, to the full extent that the DGCL permits the
limitation or elimination of the liability of directors or officers of a
corporation, directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages. As a result of this provision,
the Company and its stockholders may be unable to obtain monetary damages from a
director


<PAGE>   3




for breach of such director's duty of care. Although stockholders may continue
to seek injunctive or other equitable relief for an alleged breach of fiduciary
duty by a director, stockholders may not have any effective remedy against the
challenged conduct if equitable remedies are unavailable.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the Company 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 Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The following is a list of exhibits filed as part of this
registration statement.

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

 5.1                        Opinion of Gallagher, Briody & Butler


23.1                        Consent of Deloitte & Touche LLP


22.2                        Consent of Wiss & Company, LLP

23.3                        Consent of Gallagher, Briody & Butler (included as
                            part of Exhibit 5.1)

24.1                        Power of Attorney (included as part of the signature
                            page)

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 of 1933;

                  (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 the registration
         statement or any material change to such information in the
         registration statement;

                           Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by referenced in the
registration statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, 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.


<PAGE>   4


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

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

         (c) The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all participants in the 1999 Stock Incentive Plan who do
not otherwise receive such material as shareholders of the Company, at the time
such material is sent to shareholders, copies of all reports, proxy statements
and other communications distributed to its shareholders generally.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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 Company
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 Town of Plymouth Meeting, Commonwealth of Pennsylvania, on
this 2nd day of February, 2000.


                                    Lithium Technology Corporation

                                    By: /s/ David J. Cade
                                       ------------------------------
                                        David J. Cade
                                        Chairman and Chief Executive Officer

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

         Each person, in so signing, also makes, constitutes and appoints David
J. Cade, Chairman and Chief Executive Officer, his true and lawful
attorney-in-fact, in his name, place and stead to execute and cause to be filed
with the Securities and Exchange Commission any or all amendments to this
Registration Statement, with all exhibits and any and all documents required to
be filed with respect thereto, and to do and perform each and every act and
thing necessary to effectuate the same.


<TABLE>
<CAPTION>
     Signature                              Capacity                                 Date
     ---------                              --------                                 ----

<S>                                         <C>                                      <C>
/s/ David J. Cade                           Chairman and                             February 2, 2000
-----------------------------------         Chief Executive Officer
David. J. Cade                              (Chief Executive Officer and
                                            Acting Principal Financial Officer)


/s/ George Ferment                          Director                                 February 2, 2000
-----------------------------------
George Ferment

/s/ Stephen F. Hope                         Director                                 February 2, 2000
-----------------------------------
Stephen F. Hope

/s/ Ralph D. Ketchum                        Director                                 February 2, 2000
-----------------------------------
Ralph D. Ketchum

/s/ Arif Maskatia                           Director                                 February 2, 2000
-----------------------------------
Arif Maskatia

/s/ John J. McFeeley                        Director                                 February 2, 2000
-----------------------------------
John J. McFeeley
</TABLE>




<PAGE>   6


                                INDEX TO EXHIBITS


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



 5.1 -               Opinion of Gallagher, Briody & Butler

23.1 -               Consent of Deloitte & Touche LLP

23.2 -               Consent of Wiss & Company, LLP

23.3 -               Consent of Gallagher, Briody & Butler (included as part of
                     Exhibit 5.1)

24.1 -               Power of Attorney (included as part of the signature page)
[{"type": "S-8", "sequence": "1", "description": "LITHIUM TECHNOLOGY CORPORATION FORM S-8", "secsgml_size_bytes": 18081}]
{"company-data": {"conformed-name": "LITHIUM TECHNOLOGY CORP", "cik": "0000804154", "assigned-sic": "3690", "irs-number": "133411148", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95997", "film-number": "520469"}, "business-address": {"street1": "5115 CAMPUS DR", "city": "PLYMOUTH MEETING", "state": "PA", "zip": "19462-1129", "phone": "2158301392"}, "mail-address": {"street1": "5115 CAMPUS DR", "city": "PLYMOUTH MEETING", "state": "PA", "zip": "19462-1129"}, "former-company": {"former-conformed-name": "HILLCRAFT CORP", "date-changed": "19890807"}}
1

    As filed with the Securities and Exchange Commission on February 2, 2000
                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              ---------------------
                         LITHIUM TECHNOLOGY CORPORATION
               (Exact name of issuer as specified in its charter)

          Delaware                                        13-3411148
          --------                                        ----------
(State or other Jurisdiction of)               (IRS Employer Identification No.)

                                5115 Campus Drive
                      Plymouth Meeting, Pennsylvania 19462
                    (Address of principal executive offices)

                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                                  DAVID J. CADE
                      Chairman and Chief Executive Officer
                         Lithium Technology Corporation
                                5115 Campus Drive
                      Plymouth Meeting, Pennsylvania 19462
                     (Name and address of agent for service)

                                 (610) 940-6090
          (Telephone number, including area code, of agent for service)

                             ----------------------
                                    Copy to:
                             BARBARA J. COMLY, ESQ.
                           Gallagher, Briody & Butler
                               212 Carnegie Center
                                    Suite 402
                           Princeton, New Jersey 08540
                                 (609) 452-6000
CALCULATION OF REGISTRATION FEE
====================================================================================================================

                                                        Proposed maximum       Proposed maximum
     Title of securities              Amount to be       Offering price       aggregate offering       Amount of
       to be registered                Registered         Per share (1)              price         registration fee
---------------------------------- ------------------ ---------------------- --------------------- -----------------
Common Stock,             3,000,000 Shares          $1.26               $3,780,000.00          $997.92
   par value $.01 per share

====================================================================================================================
(1)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
         purpose of calculating the registration fee, based upon the average of
         the reported bid and asked price of shares of Common Stock on January
         31, 2000, as reported on the OTC Bulletin Board.

The shares covered by this Registration Statement are shares to be granted under
the plan described herein or shares issuable upon the exercise of stock options
granted or to be granted under such plan. There are also registered hereunder
such additional indeterminate number of shares as may be issued as a result of
the antidilution provisions of the plan.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, as filed by Lithium Technology
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:

         (a)      The Company's latest annual report, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report referred to in (a) above.

         (c)      The description of the Common Stock of the Company that is
contained in a registration statement filed under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description.

                  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained therein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.

                  All reports and other documents subsequently filed by the
Company 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 that
indicate that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  As permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"), Article V of the Company's By-laws provides for
the indemnification of an "authorized representative" of the Company (a) against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person, by reason of the fact that such person was
or is an authorized representative of the Company, in connection with a
threatened, pending or completed third party proceeding, whether civil or
criminal, administrative or investigative, if such individual acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and, if the action was a criminal
proceeding, if such person had no reasonable cause to believe that such person's
conduct was unlawful; and (b) against expenses actually and reasonably incurred
by such person in connection with the defense or settlement of a threatened,
pending or completed corporate proceeding, by reason of the fact such person was
or is an authorized representative of the Company, if such person acted under
the standards set forth in section (a) above and if such person was not found
liable to the Company (or if so found liable, if a proper court found such
person to be fairly and reasonably entitled to indemnification). The Company's
By-laws further provide for mandatory indemnification of authorized
representatives of the Company who have been successful in defense of any third
party or corporate proceeding or in defense of any claim, issue or matter
therein, against expenses actually and reasonably incurred in connection with
such defense. An "authorized representative" of the Company includes a director,
officer, employee or agent of the Company, or a person serving at the request of
the Company as a director, officer of another corporation, partnership, joint
venture, trust or other enterprise.

                  In addition, Article Ninth of the Company's Certificate of
Incorporation provides that, to the full extent that the DGCL permits the
limitation or elimination of the liability of directors or officers of a
corporation, directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages. As a result of this provision,
the Company and its stockholders may be unable to obtain monetary damages from a
director
3

for breach of such director's duty of care. Although stockholders may continue
to seek injunctive or other equitable relief for an alleged breach of fiduciary
duty by a director, stockholders may not have any effective remedy against the
challenged conduct if equitable remedies are unavailable.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the Company 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 Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The following is a list of exhibits filed as part of this
registration statement.

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

 5.1                        Opinion of Gallagher, Briody & Butler

23.1                        Consent of Deloitte & Touche LLP

22.2                        Consent of Wiss & Company, LLP

23.3                        Consent of Gallagher, Briody & Butler (included as
                            part of Exhibit 5.1)

24.1                        Power of Attorney (included as part of the signature
                            page)

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 of 1933;

                  (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 the registration
         statement or any material change to such information in the
         registration statement;

                           Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by referenced in the
registration statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, 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.
4

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

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

         (c) The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all participants in the 1999 Stock Incentive Plan who do
not otherwise receive such material as shareholders of the Company, at the time
such material is sent to shareholders, copies of all reports, proxy statements
and other communications distributed to its shareholders generally.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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 Company
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 Town of Plymouth Meeting, Commonwealth of Pennsylvania, on
this 2nd day of February, 2000.

                                    Lithium Technology Corporation

                                    By: /s/ David J. Cade
                                       ------------------------------
                                        David J. Cade
                                        Chairman and Chief Executive Officer

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

         Each person, in so signing, also makes, constitutes and appoints David
J. Cade, Chairman and Chief Executive Officer, his true and lawful
attorney-in-fact, in his name, place and stead to execute and cause to be filed
with the Securities and Exchange Commission any or all amendments to this
Registration Statement, with all exhibits and any and all documents required to
be filed with respect thereto, and to do and perform each and every act and
thing necessary to effectuate the same.
Signature                              Capacity                                 Date
     ---------                              --------                                 ----
/s/ David J. Cade                           Chairman and                             February 2, 2000
-----------------------------------         Chief Executive Officer
David. J. Cade                              (Chief Executive Officer and
                                            Acting Principal Financial Officer)

/s/ George Ferment                          Director                                 February 2, 2000
-----------------------------------
George Ferment

/s/ Stephen F. Hope                         Director                                 February 2, 2000
-----------------------------------
Stephen F. Hope

/s/ Ralph D. Ketchum                        Director                                 February 2, 2000
-----------------------------------
Ralph D. Ketchum

/s/ Arif Maskatia                           Director                                 February 2, 2000
-----------------------------------
Arif Maskatia

/s/ John J. McFeeley                        Director                                 February 2, 2000
-----------------------------------
John J. McFeeley
6

                                INDEX TO EXHIBITS

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

 5.1 -               Opinion of Gallagher, Briody & Butler

23.1 -               Consent of Deloitte & Touche LLP

23.2 -               Consent of Wiss & Company, LLP

23.3 -               Consent of Gallagher, Briody & Butler (included as part of
                     Exhibit 5.1)

24.1 -               Power of Attorney (included as part of the signature page)