<PAGE>   1

         As filed with the Securities and Exchange Commission on August 22, 1997
                                                     Registration No. 333-______

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

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

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

        DELAWARE                           7389                 95-3323502
 (State or other jurisdiction    (Primary Standard Industrial  (IRS Employer
of incorporation or organization) Classification Code Number)Identification No.)

                               4020 CLIPPER COURT
                                FREMONT, CA 94538
               (Address of principal executive offices) (Zip Code)
                               -------------------

                         STERIGENICS INTERNATIONAL, INC.
                           1997 EQUITY INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                JAMES F. CLOUSER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         STERIGENICS INTERNATIONAL, INC.
                               4020 CLIPPER COURT
                                FREMONT, CA 94538
                     (Name and address of agent for service)
                        ---------------------------------
          (Telephone number, including area code, of agent for service)
                                 (510) 770-9000

                         CALCULATION OF REGISTRATION FEE
================================================================================


<TABLE>
<CAPTION>
      Title of                                       Proposed      Proposed Maximum 
      Securities                       Amount         Maximum         Aggregate       Amount of
        to be                           to be      Offering Price     Offering       Registration
     Registered                     Registered(1)   per Share(2)       Price             Fee
     ----------                      ----------    --------------   ---------------- ------------
<S>                                    <C>           <C>              <C>            <C>     
1997 Equity Incentive Plan
    Options                            1,912,416          N/A              N/A           N/A
    Common Stock (par value $.001)     1,912,416     $   12.32        $23,560,966    $  7,141

Employee Stock Purchase Plan
    Common Stock (par value $.001)       400,000     $   12.32        $ 4,928,000    $   1,494
</TABLE>


(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1997 Equity Incentive Plan
        and the Employee Stock Purchase Plan by reason of any stock dividend,
        stock split, recapitalization or other similar transaction effected
        without the receipt of consideration which results in an increase in the
        number of the  outstanding shares of Common Stock of SteriGenics
        International, Inc.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low prices per share of Common Stock of SteriGenics
        International, Inc., as quoted on the Nasdaq National Market on August
        18, 1997.


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3. Incorporation of Documents by Reference

        SteriGenics International, Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (a)    The Registrant's prospectus filed with the SEC pursuant to Rule
               424(b) under the Securities Act of 1933, as amended (the "1933
               Act"), in connection with Registration Statement No. 333-30047 on
               Form S-1 filed with the SEC on August 13, 1997, together with any
               amendments thereto, in which there are set forth audited
               financial statements for the Registrant's fiscal year ended March
               31, 1997, and

        (b)    The description of the Registrant's outstanding Common Stock
               contained in the Registrant's Registration Statement No.
               000-22909 on Form 8-A filed with the SEC on July 30, 1997,
               pursuant to Section 12 of the Securities Exchange Act of 1934
               (the "1934 Act"), including any amendment or report filed for the
               purpose of updating such description.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

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 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.


                                      II-2


<PAGE>   3


Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits


<TABLE>
<CAPTION>
Exhibit Number    Exhibit
    <S>          <C>
      4           Instrument Defining Rights of Stockholders.  Reference is made to
                  Registrant's  Registration Statement No. 000-22909 on Form 8-A, which is
                  incorporated herein by reference pursuant to Item 3(b) of this
                  Registration Statement.
      5           Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP.
    23.1          Consent of Ernst & Young LLP, Independent Auditors.
    23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
                  contained in Exhibit 5.
    24            Power of Attorney.  Reference is made to page II-4 of this Registration
                  Statement.
</TABLE>


Item 9. Undertakings

          A.  The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's 1997 Equity Incentive Plan and
Employee Stock Purchase Plan.

          B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference 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.   Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3


<PAGE>   4


                                   SIGNATURES



               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fremont, State of California on this 20th day of
August, 1997.

                           STERIGENICS INTERNATIONAL, INC.

                           By:  /s/ James F. Clouser
                              --------------------------------------------------
                                James F. Clouser
                                President, Chief Executive Officer and Director




                                POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS:

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

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

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

Signature                     Title                                  Date
---------                     -----                                  ----

/s/  James F. Clouser         President, Chief Executive         August 20, 1997
--------------------------    Officer and Director
James F. Clouser             (Principal Executive Officer)
                             

/s/  Edward M. Miller, Jr.    Vice President of Finance          August 20, 1997
--------------------------   (Principal Financial and 
Edward M. Miller, Jr.         Accounting Officer)


                                      II-4


<PAGE>   5


Signature                     Title                                  Date
---------                     -----                                  ----

/s/  Charles W. King, Jr.     Chairman of the Board              August 20, 1997
--------------------------
Charles W. King, Jr.



/s/  Walter G. Kortschak      Director                           August 20, 1997
--------------------------
Walter G. Kortschak



/s/  Thomas F. Stephenson     Director                           August 20, 1997
--------------------------
Thomas F. Stephenson


                                      II-5


<PAGE>   6


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                Sequentially
Exhibit Number    Exhibit                                                       Numbered Page

   <S>           <C>
     4            Instrument Defining Rights of Stockholders.  Reference
                  is made to Registrant's  Registration Statement No.
                  000-22909 on Form 8-A, which is incorporated herein by
                  reference pursuant to Item 3(b) of this Registration
                  Statement.
     5            Opinion and consent of Gunderson Dettmer Stough
                  Villeneuve Franklin & Hachigian, LLP.
    23.1          Consent of Ernst & Young LLP, Independent Auditors.
    23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin
                  & Hachigian, LLP is contained in Exhibit 5.
    24            Power of Attorney.  Reference is made to page II-4 of
                  this Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT DATED AUG.22, 1997", "secsgml_size_bytes": 17151}]
{"company-data": {"conformed-name": "STERIGENICS INTERNATIONAL INC", "cik": "0001009988", "assigned-sic": "8090", "irs-number": "953323502", "state-of-incorporation": "CA", "fiscal-year-end": "0321"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34205", "film-number": "97668438"}, "business-address": {"street1": "4020 CLIPPER COURT", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5107709000"}, "mail-address": {"street1": "4020 CLIPPER COURT", "city": "FREMONT", "state": "CA", "zip": "94538"}}
1

         As filed with the Securities and Exchange Commission on August 22, 1997
                                                     Registration No. 333-______

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

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

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

        DELAWARE                           7389                 95-3323502
 (State or other jurisdiction    (Primary Standard Industrial  (IRS Employer
of incorporation or organization) Classification Code Number)Identification No.)

                               4020 CLIPPER COURT
                                FREMONT, CA 94538
               (Address of principal executive offices) (Zip Code)
                               -------------------

                         STERIGENICS INTERNATIONAL, INC.
                           1997 EQUITY INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                                JAMES F. CLOUSER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         STERIGENICS INTERNATIONAL, INC.
                               4020 CLIPPER COURT
                                FREMONT, CA 94538
                     (Name and address of agent for service)
                        ---------------------------------
          (Telephone number, including area code, of agent for service)
                                 (510) 770-9000

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                                       Proposed      Proposed Maximum 
      Securities                       Amount         Maximum         Aggregate       Amount of
        to be                           to be      Offering Price     Offering       Registration
     Registered                     Registered(1)   per Share(2)       Price             Fee
     ----------                      ----------    --------------   ---------------- ------------
1997 Equity Incentive Plan
    Options                            1,912,416          N/A              N/A           N/A
    Common Stock (par value $.001)     1,912,416     $   12.32        $23,560,966    $  7,141

Employee Stock Purchase Plan
    Common Stock (par value $.001)       400,000     $   12.32        $ 4,928,000    $   1,494
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the 1997 Equity Incentive Plan
        and the Employee Stock Purchase Plan by reason of any stock dividend,
        stock split, recapitalization or other similar transaction effected
        without the receipt of consideration which results in an increase in the
        number of the  outstanding shares of Common Stock of SteriGenics
        International, Inc.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low prices per share of Common Stock of SteriGenics
        International, Inc., as quoted on the Nasdaq National Market on August
        18, 1997.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        SteriGenics International, Inc. (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        (a)    The Registrant's prospectus filed with the SEC pursuant to Rule
               424(b) under the Securities Act of 1933, as amended (the "1933
               Act"), in connection with Registration Statement No. 333-30047 on
               Form S-1 filed with the SEC on August 13, 1997, together with any
               amendments thereto, in which there are set forth audited
               financial statements for the Registrant's fiscal year ended March
               31, 1997, and

        (b)    The description of the Registrant's outstanding Common Stock
               contained in the Registrant's Registration Statement No.
               000-22909 on Form 8-A filed with the SEC on July 30, 1997,
               pursuant to Section 12 of the Securities Exchange Act of 1934
               (the "1934 Act"), including any amendment or report filed for the
               purpose of updating such description.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

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 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

                                      II-2
3

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits
Exhibit Number    Exhibit
4           Instrument Defining Rights of Stockholders.  Reference is made to
                  Registrant's  Registration Statement No. 000-22909 on Form 8-A, which is
                  incorporated herein by reference pursuant to Item 3(b) of this
                  Registration Statement.
      5           Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP.
    23.1          Consent of Ernst & Young LLP, Independent Auditors.
    23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
                  contained in Exhibit 5.
    24            Power of Attorney.  Reference is made to page II-4 of this Registration
                  Statement.
Item 9. Undertakings

          A.  The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's 1997 Equity Incentive Plan and
Employee Stock Purchase Plan.

          B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference 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.   Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
4

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fremont, State of California on this 20th day of
August, 1997.

                           STERIGENICS INTERNATIONAL, INC.

                           By:  /s/ James F. Clouser
                              --------------------------------------------------
                                James F. Clouser
                                President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

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

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

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

Signature                     Title                                  Date
---------                     -----                                  ----

/s/  James F. Clouser         President, Chief Executive         August 20, 1997
--------------------------    Officer and Director
James F. Clouser             (Principal Executive Officer)
                             

/s/  Edward M. Miller, Jr.    Vice President of Finance          August 20, 1997
--------------------------   (Principal Financial and 
Edward M. Miller, Jr.         Accounting Officer)

                                      II-4
5

Signature                     Title                                  Date
---------                     -----                                  ----

/s/  Charles W. King, Jr.     Chairman of the Board              August 20, 1997
--------------------------
Charles W. King, Jr.

/s/  Walter G. Kortschak      Director                           August 20, 1997
--------------------------
Walter G. Kortschak

/s/  Thomas F. Stephenson     Director                           August 20, 1997
--------------------------
Thomas F. Stephenson

                                      II-5
6

                                  EXHIBIT INDEX
Sequentially
Exhibit Number    Exhibit                                                       Numbered Page
4            Instrument Defining Rights of Stockholders.  Reference
                  is made to Registrant's  Registration Statement No.
                  000-22909 on Form 8-A, which is incorporated herein by
                  reference pursuant to Item 3(b) of this Registration
                  Statement.
     5            Opinion and consent of Gunderson Dettmer Stough
                  Villeneuve Franklin & Hachigian, LLP.
    23.1          Consent of Ernst & Young LLP, Independent Auditors.
    23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin
                  & Hachigian, LLP is contained in Exhibit 5.
    24            Power of Attorney.  Reference is made to page II-4 of
                  this Registration Statement.