<PAGE>

              As filed with the Securities and Exchange Commission
                               on January 9, 2004
                                                                        No. 333-
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

          New Jersey                                             11-2279807
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

   20 Campus Road, Totowa, New Jersey                               07512
(Address of Principal Executive Offices)                          (Zip Code)

                   VITAL SIGNS, INC. 2002 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                           Jay Sturm, General Counsel
                                Vital Signs, Inc.
                                 20 Campus Road
                            Totowa, New Jersey 07512
                                 (973) 790-1330
            (Name, address and telephone number, including area code,
                             of agent for service)

                                 with a copy to:
                              Laura R. Kuntz, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                      Proposed    Proposed
Title of                              maximum     maximum
securities                            offering    aggregate        Amount of
to be          Amount to be           price per   offering         registration
registered     registered             unit (1)    price            fee
--------------------------------------------------------------------------------
<S>            <C>                    <C>         <C>              <C>
Common
Stock,
no par value   1,000,000 shares (2)   $33.00      $33,000,000.00   $2,670.00
--------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 457, the proposed maximum offering price per share is
     estimated for the purpose of computing the amount of the registration fee
     and is based upon the average of the high and low sales prices of the
     Common Stock of the registrant reported on the Nasdaq National Market on
     January 8, 2004.

(2)  Plus such indeterminate number of additional shares as shall become
     issuable pursuant to the anti-dilution provisions of the above-mentioned
     plan.





<PAGE>


PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents, filed by Vital Signs, Inc. (the "Company")
with the Securities and Exchange Commission, are hereby incorporated by
reference:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               September 30, 2003;

          (b)  the Company's Current Report on Form 8-K, filed with the
               Commission on December 30, 2003; and

          (c)  the description of the Common Stock of the Company contained in
               the Company's most recent registration statement filed under the
               Securities Exchange Act of 1934 (the "Exchange Act"), including
               any amendment or report filed for the purpose of updating such
               description.

          All documents subsequently filed by the Company 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 then offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that such statement is modified or
superseded by a subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed to constitute a part of this registration statement except
as so modified or superseded.

Item 4. Description of Securities.

          Not Applicable.

Item 5. Interests of Named Experts and Counsel.

          Not Applicable.


                                      -2-





<PAGE>


Item 6. Indemnification of Directors and Officers.

          Section 3-5 of Title 14A of the New Jersey Business Corporation Act
contains detailed provisions for indemnification of directors and officers of
New Jersey corporations against expenses, judgments, fines and settlements in
connection with litigation.

          The registrant's Restated Certificate of Incorporation provides for
indemnification of the registrant's directors and officers against certain
liabilities. The Restated Certificate of Incorporation also provides for
exculpation of the registrant's directors and officers from liabilities (subject
to certain exceptions).

          The registrant maintains a directors' and officers' liability
insurance policy which will insure its directors and officers and the directors
and officers of its subsidiaries in certain circumstances.

Item 7. Exemption From Registration Claimed.

          Not Applicable.

Item 8. Exhibits.

          4.1  Registrant's Restated Certificate of Incorporation is
               incorporated by reference to Exhibit 3.1 to the Registrant's
               Annual Report on Form 10-K for the year ended September 30, 1995.

          4.2  Registrant's Certificate of Amendment to the Restated Certificate
               of Incorporation is incorporated by reference to Exhibit 3.2 to
               the Registrant's Annual Report on Form 10-K for the year ended
               September 30, 2002.

          4.3  By-laws, as amended, are incorporated by reference to Exhibit 3.2
               of the Registrant's Registration Statement on Form S-1 (No.
               33-35864) initially filed with the Securities and Exchange
               Commission on July 13, 1990.

          4.4  1984 Economic Development Authority Loan Agreement is
               incorporated by reference to Exhibit 4.2 to the Registrant's
               Registration Statement on Form S-1 (No. 33-35864) initially filed
               with the Commission on July 13, 1990.

          4.5  Amended and Restated Loan Agreement between the Registrant and
               the New Jersey Economic Development Authority, dated as of
               November 1, 1990, is incorporated by reference to Exhibit 4.2 to
               the Registrant's Registration Statement on Form S-1 (No.
               33-34107) initially filed with the Commission on February 21,
               1991.


                                      -3-





<PAGE>


          4.6  Letter of Credit and Reimbursement Agreement, dated August 27,
               1993, between the Registrant and Chemical Bank New Jersey N.A.,
               is incorporated by reference to Exhibit 4.3 to the Registrant's
               Annual Report on Form 10-K for the year ended September 30, 1993.

          5.1  Opinion of Lowenstein Sandler PC.

          23.1 Consent of Goldstein Golub Kessler LLP.

          23.2 Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

          24.1 Power of Attorney.

          99.1 Vital Signs 2002 Stock Incentive Plan is incorporated by
               reference to Exhibit 10.8 of the Registrant's Annual Report on
               Form 10-K for the year ended September 30, 2002.

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; and

          (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 1(i) and 1(ii) do not apply if the
          registration statement is on Form S-3 or Form S-8 and the information
          required to be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed by the registrant
          pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference 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


                                      -4-





<PAGE>


          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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
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 Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.


                                      -5-





<PAGE>


                                   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 Totowa, State of New Jersey, on January 9, 2004.

                                               VITAL SIGNS, INC.


                                               By: /s/ Terry D. Wall
                                                   -----------------------------
                                                   Terry D. Wall
                                                   President

          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/ Terry D. Wall           President, Chief Executive           January 9, 2004
-------------------------   Officer (Principal Executive
Terry D. Wall               Officer) and Director


/s/ David J. Bershad*       Director                             January 9, 2004
-------------------------
David J. Bershad


/s/ Anthony J. Dimun*       Director                             January 9, 2004
-------------------------
Anthony J. Dimun


/s/ Howard W. Donnelly*     Director                             January 9, 2004
-------------------------
Howard W. Donnelly


/s/ David H. MacCallum*     Director                             January 9, 2004
-------------------------
David H. MacCallum


/s/ Richard L. Robbins*     Director                             January 9, 2004
-------------------------
Richard L. Robbins


/s/ George A. Schapiro*     Director                             January 9, 2004
-------------------------
George A. Schapiro


/s/ Joseph J. Thomas*       Director                             January 9, 2004
-------------------------
Joseph J. Thomas


                                      -6-





<PAGE>



/s/ Barry Wicker*           Director                             January 9, 2004
-------------------------
Barry Wicker


/s/ Frederick S. Schiff*    Executive Vice President and         January 9, 2004
-------------------------   Chief Financial Officer (Principal
Frederick S. Schiff         Financial and Accounting Officer)


                       *By: /s/ Terry D. Wall
                            ---------------------------
                                  Terry D. Wall
                                Attorney-in-Fact


                                      -7-





<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                         Description                         Page No.
-----------                         -----------                         --------
<S>           <C>                                                       <C>
    4.1       Registrant's Restated Certificate of Incorporation is
              incorporated by reference to Exhibit 3.1 to the
              Registrant's Annual Report on Form 10-K for the year
              ended September 30, 1995.

    4.2       Registrant's Certificate of Amendment to the Restated
              Certificate of Incorporation is incorporated by
              reference to Exhibit 3.2 to the Registrant's Annual
              Report on Form 10-K for the year ended September 30,
              2002.

    4.3       By-laws, as amended, are incorporated by reference to
              Exhibit 3.2 of the Registrant's Registration Statement
              on Form S-1 (No. 33-35864) initially filed with the
              Securities and Exchange Commission on July 13, 1990.

    4.4       1984 Economic Development Authority Loan Agreement is
              incorporated by reference to Exhibit 4.2 to the
              Registrant's Registration Statement on Form S-1 (No.
              33-35864) initially filed with the Commission on July
              13, 1990.

    4.5       Amended and Restated Loan Agreement between the
              Registrant and the New Jersey Economic Development
              Authority, dated as of November 1, 1990, is
              incorporated by reference to Exhibit 4.2 to the
              Registrant's Registration Statement on Form S-1 (No.
              33-34107) initially filed with the Commission on
              February 21, 1991.

    4.6       Letter of Credit and Reimbursement Agreement, dated
              August 27, 1993, between the Registrant and Chemical
              Bank New Jersey N.A., is incorporated by reference to
              Exhibit 4.3 to the Registrant's Annual Report on Form
              10-K for the year ended September 30, 1993.

    5.1       Opinion of Lowenstein Sandler PC.
</TABLE>


                                       -8-





<PAGE>


<TABLE>
<CAPTION>
Exhibit No.                         Description                         Page No.
-----------                         -----------                         --------
<S>           <C>                                                       <C>
    23.1      Consent of Goldstein Golub Kessler LLP.

    23.2      Consent of Lowenstein Sandler PC is included in Exhibit
              5.1.

    24.1      Power of Attorney.

    99.1      Vital Signs 2002 Stock Incentive Plan is incorporated
              by reference to Exhibit 10.8 of the Registrant's Annual
              Report on Form 10-K for the year ended September 30,
              2002.
</TABLE>


                                       -9-
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{"company-data": {"conformed-name": "VITAL SIGNS INC", "cik": "0000865846", "assigned-sic": "3841", "irs-number": "112279807", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111808", "film-number": "04517802"}, "business-address": {"street1": "20 CAMPUS RD", "city": "TOTOWA", "state": "NJ", "zip": "07512", "phone": "2017901330"}, "mail-address": {"street1": "20 CAMPUS RD", "city": "TOTOWA", "state": "NJ", "zip": "07512"}}
As filed with the Securities and Exchange Commission
                               on January 9, 2004
                                                                        No. 333-
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

          New Jersey                                             11-2279807
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

   20 Campus Road, Totowa, New Jersey                               07512
(Address of Principal Executive Offices)                          (Zip Code)

                   VITAL SIGNS, INC. 2002 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                           Jay Sturm, General Counsel
                                Vital Signs, Inc.
                                 20 Campus Road
                            Totowa, New Jersey 07512
                                 (973) 790-1330
            (Name, address and telephone number, including area code,
                             of agent for service)

                                 with a copy to:
                              Laura R. Kuntz, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                      Proposed    Proposed
Title of                              maximum     maximum
securities                            offering    aggregate        Amount of
to be          Amount to be           price per   offering         registration
registered     registered             unit (1)    price            fee
--------------------------------------------------------------------------------
Common
Stock,
no par value   1,000,000 shares (2)   $33.00      $33,000,000.00   $2,670.00
--------------------------------------------------------------------------------
(1)  Pursuant to Rule 457, the proposed maximum offering price per share is
     estimated for the purpose of computing the amount of the registration fee
     and is based upon the average of the high and low sales prices of the
     Common Stock of the registrant reported on the Nasdaq National Market on
     January 8, 2004.

(2)  Plus such indeterminate number of additional shares as shall become
     issuable pursuant to the anti-dilution provisions of the above-mentioned
     plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents, filed by Vital Signs, Inc. (the "Company")
with the Securities and Exchange Commission, are hereby incorporated by
reference:

          (a)  the Company's Annual Report on Form 10-K for the year ended
               September 30, 2003;

          (b)  the Company's Current Report on Form 8-K, filed with the
               Commission on December 30, 2003; and

          (c)  the description of the Common Stock of the Company contained in
               the Company's most recent registration statement filed under the
               Securities Exchange Act of 1934 (the "Exchange Act"), including
               any amendment or report filed for the purpose of updating such
               description.

          All documents subsequently filed by the Company 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 then offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that such statement is modified or
superseded by a subsequently filed document which also is or is deemed to be
incorporated by reference herein. Any such statement so modified or superseded
shall not be deemed to constitute a part of this registration statement except
as so modified or superseded.

Item 4. Description of Securities.

          Not Applicable.

Item 5. Interests of Named Experts and Counsel.

          Not Applicable.

                                      -2-
Item 6. Indemnification of Directors and Officers.

          Section 3-5 of Title 14A of the New Jersey Business Corporation Act
contains detailed provisions for indemnification of directors and officers of
New Jersey corporations against expenses, judgments, fines and settlements in
connection with litigation.

          The registrant's Restated Certificate of Incorporation provides for
indemnification of the registrant's directors and officers against certain
liabilities. The Restated Certificate of Incorporation also provides for
exculpation of the registrant's directors and officers from liabilities (subject
to certain exceptions).

          The registrant maintains a directors' and officers' liability
insurance policy which will insure its directors and officers and the directors
and officers of its subsidiaries in certain circumstances.

Item 7. Exemption From Registration Claimed.

          Not Applicable.

Item 8. Exhibits.

          4.1  Registrant's Restated Certificate of Incorporation is
               incorporated by reference to Exhibit 3.1 to the Registrant's
               Annual Report on Form 10-K for the year ended September 30, 1995.

          4.2  Registrant's Certificate of Amendment to the Restated Certificate
               of Incorporation is incorporated by reference to Exhibit 3.2 to
               the Registrant's Annual Report on Form 10-K for the year ended
               September 30, 2002.

          4.3  By-laws, as amended, are incorporated by reference to Exhibit 3.2
               of the Registrant's Registration Statement on Form S-1 (No.
               33-35864) initially filed with the Securities and Exchange
               Commission on July 13, 1990.

          4.4  1984 Economic Development Authority Loan Agreement is
               incorporated by reference to Exhibit 4.2 to the Registrant's
               Registration Statement on Form S-1 (No. 33-35864) initially filed
               with the Commission on July 13, 1990.

          4.5  Amended and Restated Loan Agreement between the Registrant and
               the New Jersey Economic Development Authority, dated as of
               November 1, 1990, is incorporated by reference to Exhibit 4.2 to
               the Registrant's Registration Statement on Form S-1 (No.
               33-34107) initially filed with the Commission on February 21,
               1991.

                                      -3-
4.6  Letter of Credit and Reimbursement Agreement, dated August 27,
               1993, between the Registrant and Chemical Bank New Jersey N.A.,
               is incorporated by reference to Exhibit 4.3 to the Registrant's
               Annual Report on Form 10-K for the year ended September 30, 1993.

          5.1  Opinion of Lowenstein Sandler PC.

          23.1 Consent of Goldstein Golub Kessler LLP.

          23.2 Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

          24.1 Power of Attorney.

          99.1 Vital Signs 2002 Stock Incentive Plan is incorporated by
               reference to Exhibit 10.8 of the Registrant's Annual Report on
               Form 10-K for the year ended September 30, 2002.

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; and

          (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 1(i) and 1(ii) do not apply if the
          registration statement is on Form S-3 or Form S-8 and the information
          required to be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed by the registrant
          pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference 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

                                      -4-
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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
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 Securities Act
of 1933 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 of 1933 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 Totowa, State of New Jersey, on January 9, 2004.

                                               VITAL SIGNS, INC.

                                               By: /s/ Terry D. Wall
                                                   -----------------------------
                                                   Terry D. Wall
                                                   President

          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/ Terry D. Wall           President, Chief Executive           January 9, 2004
-------------------------   Officer (Principal Executive
Terry D. Wall               Officer) and Director

/s/ David J. Bershad*       Director                             January 9, 2004
-------------------------
David J. Bershad

/s/ Anthony J. Dimun*       Director                             January 9, 2004
-------------------------
Anthony J. Dimun

/s/ Howard W. Donnelly*     Director                             January 9, 2004
-------------------------
Howard W. Donnelly

/s/ David H. MacCallum*     Director                             January 9, 2004
-------------------------
David H. MacCallum

/s/ Richard L. Robbins*     Director                             January 9, 2004
-------------------------
Richard L. Robbins

/s/ George A. Schapiro*     Director                             January 9, 2004
-------------------------
George A. Schapiro

/s/ Joseph J. Thomas*       Director                             January 9, 2004
-------------------------
Joseph J. Thomas

                                      -6-
/s/ Barry Wicker*           Director                             January 9, 2004
-------------------------
Barry Wicker

/s/ Frederick S. Schiff*    Executive Vice President and         January 9, 2004
-------------------------   Chief Financial Officer (Principal
Frederick S. Schiff         Financial and Accounting Officer)

                       *By: /s/ Terry D. Wall
                            ---------------------------
                                  Terry D. Wall
                                Attorney-in-Fact

                                      -7-
EXHIBIT INDEX
Exhibit No.                         Description                         Page No.
-----------                         -----------                         --------
4.1       Registrant's Restated Certificate of Incorporation is
              incorporated by reference to Exhibit 3.1 to the
              Registrant's Annual Report on Form 10-K for the year
              ended September 30, 1995.

    4.2       Registrant's Certificate of Amendment to the Restated
              Certificate of Incorporation is incorporated by
              reference to Exhibit 3.2 to the Registrant's Annual
              Report on Form 10-K for the year ended September 30,
              2002.

    4.3       By-laws, as amended, are incorporated by reference to
              Exhibit 3.2 of the Registrant's Registration Statement
              on Form S-1 (No. 33-35864) initially filed with the
              Securities and Exchange Commission on July 13, 1990.

    4.4       1984 Economic Development Authority Loan Agreement is
              incorporated by reference to Exhibit 4.2 to the
              Registrant's Registration Statement on Form S-1 (No.
              33-35864) initially filed with the Commission on July
              13, 1990.

    4.5       Amended and Restated Loan Agreement between the
              Registrant and the New Jersey Economic Development
              Authority, dated as of November 1, 1990, is
              incorporated by reference to Exhibit 4.2 to the
              Registrant's Registration Statement on Form S-1 (No.
              33-34107) initially filed with the Commission on
              February 21, 1991.

    4.6       Letter of Credit and Reimbursement Agreement, dated
              August 27, 1993, between the Registrant and Chemical
              Bank New Jersey N.A., is incorporated by reference to
              Exhibit 4.3 to the Registrant's Annual Report on Form
              10-K for the year ended September 30, 1993.

    5.1       Opinion of Lowenstein Sandler PC.
-8-
Exhibit No.                         Description                         Page No.
-----------                         -----------                         --------
23.1      Consent of Goldstein Golub Kessler LLP.

    23.2      Consent of Lowenstein Sandler PC is included in Exhibit
              5.1.

    24.1      Power of Attorney.

    99.1      Vital Signs 2002 Stock Incentive Plan is incorporated
              by reference to Exhibit 10.8 of the Registrant's Annual
              Report on Form 10-K for the year ended September 30,
              2002.
-9-