<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 2002
                                                    REGISTRATION NO. 333-[___]

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                             PARTY CITY CORPORATION
             (Exact name of registrant as specified in its charter)

                      DELAWARE                             22-3033692
           (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)             Identification No.)

                                 400 COMMONS WAY

                           ROCKAWAY, NEW JERSEY 07866

                                 (973) 983-0888

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                            1999 STOCK INCENTIVE PLAN
                  (AMENDED AND RESTATED AS OF OCTOBER 25, 2000)

                            (Full title of the plan)

                              JOSEPH J. ZEPF, ESQ.
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                             PARTY CITY CORPORATION
                                 400 COMMONS WAY
                           ROCKAWAY, NEW JERSEY 07866
                                 (973) 983-0888

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:

                            STEVEN DELLA ROCCA, ESQ.
                                LATHAM & WATKINS
                          885 THIRD AVENUE, SUITE 1000
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                             PROPOSED MAXIMUM        PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES       AMOUNT TO BE        OFFERING PRICE PER          AGGREGATE
         TO BE REGISTERED              REGISTERED(1)             SHARE(2)             OFFERING PRICE      AMOUNT OF REGISTRATION FEE
         ----------------              -------------             --------             --------------      --------------------------
<S>                                    <C>                   <C>                     <C>                  <C>
Common Stock, par value $0.01
per share.....................           1,960,590            $7.95; $11.90          $16,664,151.75.              $1,533.10
</TABLE>


(1)  The 1999 Stock Incentive Plan (Amended and Restated as of October 25, 2000)
     (the "Plan") authorizes the issuance of up to a maximum of 2,000,000 shares
     of common stock of Party City Corporation (the "Company").

(2)  For purposes of computing the registration fee only. Pursuant to Rule
     457(h) of the Securities Act of 1933, as amended (the "Securities Act"),
     the Proposed Maximum Offering Price Per Share is based upon (a) the
     weighted exercise price per share ($7.95) of outstanding options to
     purchase 1,687,815 shares and (b) for the remaining 272,775 shares, the
     average of the high and low trading prices ($11.90) of the Company's common
     stock as reported by the National Association of Securities Dealers'
     Automated Quotation Service on December 10, 2002.

<PAGE>
                                     PART I

Item 1.     Plan Information

            Not required to be filed with this Registration Statement.

Item 2.     Registration Information and Employee Plan Annual Information

            Not required to be filed with this Registration Statement.

                                     PART II

I.       INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed with the Securities and
Exchange Commission pursuant to Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
be a part of, this Registration Statement:

      A.    The Company's Annual Report on Form 10-K for the year ended June 29,
            2002;

      B.    The Company's Quarterly Report on Form 10-Q for the quarter ended
            September 26, 2002;

      C.    The description of the Common Stock, contained in the Company's
            Registration Statement on Form 8-A under the heading "Description of
            Registrant's Securities to be Registered," filed on February 23,
            1996 pursuant to the Exchange Act, as updated in the Company's
            Registration Statement on Form S-1, under the heading "Description
            of Capital Stock," filed on April 11, 1997 pursuant to the
            Securities Act.

            All documents 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 offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement. Any statement contained 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 a statement contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

II.      DESCRIPTION OF SECURITIES.

            Not Applicable.

                                       2
<PAGE>
III.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not Applicable.

IV.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Pursuant to the provisions of the Delaware General Corporation Law
("Delaware GCL"), the Company has adopted provisions in its Certificate of
Incorporation which require the Company to indemnify its directors and officers
to the fullest extent permitted by law, and eliminate the personal liability of
its directors to the Company or its stockholders for monetary damages for breach
of their duty of due care except (a) for any breach of the duty of loyalty; (b)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violations of law; (c) for liability under Section 174 of the
Delaware GCL (relating to certain unlawful dividends, stock repurchases or stock
redemptions); or (d) for any transaction from which the director derived any
improper personal benefit. In addition, the Company's Certificate of
Incorporation requires the Company to indemnify its directors and officers,
permits the Company to insure its directors and officers and permits the Company
to indemnify or insure its employees or agents to the fullest extent permitted
by Delaware law, including those circumstances in which indemnification would
otherwise be discretionary, except that the Company shall not be obligated to
advance expenses or to indemnify any such person (x) with respect to
proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, (y) for any amounts paid in settlement of an
action indemnified against by the Company without the prior written consent of
the Company, or (z) in connection with any event in which the person did not act
in good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the Company.

V.       EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.


VI.      EXHIBITS

            A list of exhibits included as part of this Registration Statement
is set forth on the Exhibit Index appearing elsewhere herein and is incorporated
herein by reference.


                                       3
<PAGE>
VII.     UNDERTAKINGS

            1. The undersigned Registrant hereby undertakes:

                  a.    To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (1)   To include any prospectus required by Section
                              10(a)(3) of the Securities Act;

                        (2)   To reflect in the prospectus any facts or events
                              arising after the effective date of this
                              Registration Statement (or the most recent
                              post-effective amendment thereof) which,
                              individually or in the aggregate, represent a
                              fundamental change in the information set forth in
                              the Registration Statement;

                        (3)   To include any material information with respect
                              to the plan of distribution not previously
                              disclosed in the Registration Statement or any
                              material change to such information in the
                              Registration Statement;

                        provided, however, that paragraphs (a)(1)(i) and
                        (a)(1)(ii) shall not apply to information contained in
                        periodic reports filed by the Registrant pursuant to
                        Section 13 or Section 15(d) of the Exchange Act that are
                        incorporated by reference in this Registration
                        Statement.

                        b.    That, for the purpose of determining any liability
                              under the 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.

                        c.    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.

                  2.    The undersigned Registrant hereby undertakes that, for
                        purposes of determining any liability under the
                        Securities Act, each filing of the Registrant's Annual
                        Report pursuant to section 13(a) or 15(d) of the
                        Exchange Act (and, where applicable, each filing of an
                        employee benefit plan's annual report pursuant to
                        Section 15(d) of the Exchange Act) that is incorporated
                        by reference in the registration statement shall be
                        deemed to be a new registration statement relating to
                        the securities offered therein, and the offering of such
                        securities at that time shall be deemed to be the
                        initial bona fide offering thereof.


                                       4
<PAGE>
                  3.    Insofar as indemnification for liabilities arising under
                        the Securities Act may be permitted to directors,
                        officers and controlling persons of the Registrant
                        pursuant to the foregoing provisions, or otherwise, the
                        Registrant has been advised that in the opinion of the
                        Securities and Exchange Commission such indemnification
                        is against public policy as expressed in the Securities
                        Act and is, therefore, unenforceable. In the event that
                        a claim for indemnification against such liabilities
                        (other than the payment by the Registrant of expenses
                        incurred or paid by a director, officer or controlling
                        person of the Registrant in the successful defense of
                        any action, suit or proceeding) is asserted by such
                        director, officer or controlling person in connection
                        with the securities being registered, the Registrant
                        will, unless in the opinion of its counsel the matter
                        has been settled by controlling precedent, submit to a
                        court of appropriate jurisdiction the question whether
                        such indemnification by it is against public policy as
                        expressed in the Securities Act and will be governed by
                        the final adjudication of such issue.


                                       5
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Rockaway, State of New Jersey, on December 16, 2002.

                                 PARTY CITY CORPORATION

                                 By: /s/   Linda M. Siluk
                                     -------------------------------------------
                                     Name: Linda M. Siluk
                                     Title:  Chief Financial Officer

                                POWER OF ATTORNEY

      Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Linda M. Siluk as the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities (unless revoked in writing) to sign this
Registration Statement on Form S-8, and any and all amendments thereto,
including any post-effective amendments as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in connection therewith, as fully to all intents and purposes as the undersigned
might and could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent or her substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

                                      S-1
<PAGE>
      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
         Signature                                 Title                              Date
         ---------                                 -----                              ----
<S>                                      <C>                                      <C>
      /s/ Ralph D. Dillon                Non-Executive Chairman of the            December 16, 2002
--------------------------------              Board and Director
        Ralph D. Dillon

      /s/ James Shea                       Chief Executive Officer                December 16, 2002
--------------------------------                 and Director
        James Shea                       (Principal Executive Officer)

      /s/ Linda M. Siluk                    Chief Financial Officer               December 16, 2002
--------------------------------           (Principal Financial and
        Linda M. Siluk                       Accounting Officer)

      /s/ Michael Gatto                           Director                        December 16, 2002
--------------------------------
        Michael Gatto

      /s/ Richard H. Griner                       Director                        December 16, 2002
--------------------------------
        Richard H. Griner

      /s/ L.R. Jalenak, Jr.                       Director                        December 16, 2002
--------------------------------
        L.R. Jalenak, Jr.

      /s/ Howard Levkowitz                        Director                        December 16, 2002
--------------------------------
        Howard Levkowitz

      /s/ Nancy Pedot                             Director                        December 16, 2002
--------------------------------
        Nancy Pedot

      /s/ Walther Salmon                          Director                        December 16, 2002
--------------------------------
        Walter Salmon

      /s/ Michael E. Tennebaum                    Director                        December 16, 2002
--------------------------------
        Michael E. Tennenbaum
</TABLE>


                                      S-2
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
      EXHIBIT                DESCRIPTION
      -------                -----------
<S>              <C>
          4.1    The Company's 1999 Stock Incentive Plan (Amended
                 and Restated as of October 25, 2000)
                 (incorporated by reference to the Company's
                 Definitive Proxy Statement for the 2000 Annual
                 Meeting to Stockholders, included within Form
                 14-A as filed on October 26, 2000, File No.
                 000-27826).

          4.2    Certificate of Incorporation of the Company
                 (incorporated by reference to the exhibits in
                 the Company's quarterly report on Form 10-Q as
                 filed on September 27, 2002, File No.
                 000-27826).

          4.3    By-Laws of the Company, as amended (incorporated
                 by reference to the exhibits in the Company's
                 quarterly report on Form 10-Q as filed on
                 September 27, 2002, File No. 000-27826).

          4.4    Specimen Certificate of Common Stock
                 (incorporated by reference to the exhibits in
                 the Company's Registration Statement as amended
                 on Form S-1, File No. 333-00350, as declared
                 effective by the Commission on March 26, 1996).

          5.1    Opinion of Counsel.

         23.1    Independent Public Auditor's Consent.

         23.2    Consent of Counsel (included in Exhibit 5.1).

         24.1    Powers of Attorney (included on the signature pages
                 to the Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y66790sv8.txt", "description": "PARTY CITY CORP. 1999 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 19400}]
{"company-data": {"conformed-name": "PARTY CITY CORP", "cik": "0001005972", "assigned-sic": "5940", "irs-number": "223033692", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101865", "film-number": "02858648"}, "business-address": {"street1": "450 COMMONS WAY", "street2": "BLDG C", "city": "ROCKAWAY", "state": "NJ", "zip": "07860", "phone": "9739830888"}, "mail-address": {"street1": "400 COMMONS WAY", "city": "ROCKAWAY", "state": "NJ", "zip": "07866"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 2002
                                                    REGISTRATION NO. 333-[___]

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             PARTY CITY CORPORATION
             (Exact name of registrant as specified in its charter)

                      DELAWARE                             22-3033692
           (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)             Identification No.)

                                 400 COMMONS WAY

                           ROCKAWAY, NEW JERSEY 07866

                                 (973) 983-0888

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                            1999 STOCK INCENTIVE PLAN
                  (AMENDED AND RESTATED AS OF OCTOBER 25, 2000)

                            (Full title of the plan)

                              JOSEPH J. ZEPF, ESQ.
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                             PARTY CITY CORPORATION
                                 400 COMMONS WAY
                           ROCKAWAY, NEW JERSEY 07866
                                 (973) 983-0888

 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:

                            STEVEN DELLA ROCCA, ESQ.
                                LATHAM & WATKINS
                          885 THIRD AVENUE, SUITE 1000
                            NEW YORK, NEW YORK 10022
                                 (212) 906-1200

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM        PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES       AMOUNT TO BE        OFFERING PRICE PER          AGGREGATE
         TO BE REGISTERED              REGISTERED(1)             SHARE(2)             OFFERING PRICE      AMOUNT OF REGISTRATION FEE
         ----------------              -------------             --------             --------------      --------------------------
Common Stock, par value $0.01
per share.....................           1,960,590            $7.95; $11.90          $16,664,151.75.              $1,533.10
(1)  The 1999 Stock Incentive Plan (Amended and Restated as of October 25, 2000)
     (the "Plan") authorizes the issuance of up to a maximum of 2,000,000 shares
     of common stock of Party City Corporation (the "Company").

(2)  For purposes of computing the registration fee only. Pursuant to Rule
     457(h) of the Securities Act of 1933, as amended (the "Securities Act"),
     the Proposed Maximum Offering Price Per Share is based upon (a) the
     weighted exercise price per share ($7.95) of outstanding options to
     purchase 1,687,815 shares and (b) for the remaining 272,775 shares, the
     average of the high and low trading prices ($11.90) of the Company's common
     stock as reported by the National Association of Securities Dealers'
     Automated Quotation Service on December 10, 2002.
PART I

Item 1.     Plan Information

            Not required to be filed with this Registration Statement.

Item 2.     Registration Information and Employee Plan Annual Information

            Not required to be filed with this Registration Statement.

                                     PART II

I.       INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed with the Securities and
Exchange Commission pursuant to Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
be a part of, this Registration Statement:

      A.    The Company's Annual Report on Form 10-K for the year ended June 29,
            2002;

      B.    The Company's Quarterly Report on Form 10-Q for the quarter ended
            September 26, 2002;

      C.    The description of the Common Stock, contained in the Company's
            Registration Statement on Form 8-A under the heading "Description of
            Registrant's Securities to be Registered," filed on February 23,
            1996 pursuant to the Exchange Act, as updated in the Company's
            Registration Statement on Form S-1, under the heading "Description
            of Capital Stock," filed on April 11, 1997 pursuant to the
            Securities Act.

            All documents 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 offered have been sold or which
deregisters all securities then remaining unsold are incorporated by reference
in this Registration Statement. Any statement contained 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 a statement contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

II.      DESCRIPTION OF SECURITIES.

            Not Applicable.

                                       2
III.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not Applicable.

IV.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Pursuant to the provisions of the Delaware General Corporation Law
("Delaware GCL"), the Company has adopted provisions in its Certificate of
Incorporation which require the Company to indemnify its directors and officers
to the fullest extent permitted by law, and eliminate the personal liability of
its directors to the Company or its stockholders for monetary damages for breach
of their duty of due care except (a) for any breach of the duty of loyalty; (b)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violations of law; (c) for liability under Section 174 of the
Delaware GCL (relating to certain unlawful dividends, stock repurchases or stock
redemptions); or (d) for any transaction from which the director derived any
improper personal benefit. In addition, the Company's Certificate of
Incorporation requires the Company to indemnify its directors and officers,
permits the Company to insure its directors and officers and permits the Company
to indemnify or insure its employees or agents to the fullest extent permitted
by Delaware law, including those circumstances in which indemnification would
otherwise be discretionary, except that the Company shall not be obligated to
advance expenses or to indemnify any such person (x) with respect to
proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, (y) for any amounts paid in settlement of an
action indemnified against by the Company without the prior written consent of
the Company, or (z) in connection with any event in which the person did not act
in good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the Company.

V.       EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

VI.      EXHIBITS

            A list of exhibits included as part of this Registration Statement
is set forth on the Exhibit Index appearing elsewhere herein and is incorporated
herein by reference.

                                       3
VII.     UNDERTAKINGS

            1. The undersigned Registrant hereby undertakes:

                  a.    To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (1)   To include any prospectus required by Section
                              10(a)(3) of the Securities Act;

                        (2)   To reflect in the prospectus any facts or events
                              arising after the effective date of this
                              Registration Statement (or the most recent
                              post-effective amendment thereof) which,
                              individually or in the aggregate, represent a
                              fundamental change in the information set forth in
                              the Registration Statement;

                        (3)   To include any material information with respect
                              to the plan of distribution not previously
                              disclosed in the Registration Statement or any
                              material change to such information in the
                              Registration Statement;

                        provided, however, that paragraphs (a)(1)(i) and
                        (a)(1)(ii) shall not apply to information contained in
                        periodic reports filed by the Registrant pursuant to
                        Section 13 or Section 15(d) of the Exchange Act that are
                        incorporated by reference in this Registration
                        Statement.

                        b.    That, for the purpose of determining any liability
                              under the 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.

                        c.    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.

                  2.    The undersigned Registrant hereby undertakes that, for
                        purposes of determining any liability under the
                        Securities Act, each filing of the Registrant's Annual
                        Report pursuant to section 13(a) or 15(d) of the
                        Exchange Act (and, where applicable, each filing of an
                        employee benefit plan's annual report pursuant to
                        Section 15(d) of the Exchange Act) that is incorporated
                        by reference in the registration statement shall be
                        deemed to be a new registration statement relating to
                        the securities offered therein, and the offering of such
                        securities at that time shall be deemed to be the
                        initial bona fide offering thereof.

                                       4
3.    Insofar as indemnification for liabilities arising under
                        the Securities Act may be permitted to directors,
                        officers and controlling persons of the Registrant
                        pursuant to the foregoing provisions, or otherwise, the
                        Registrant has been advised that in the opinion of the
                        Securities and Exchange Commission such indemnification
                        is against public policy as expressed in the Securities
                        Act and is, therefore, unenforceable. In the event that
                        a claim for indemnification against such liabilities
                        (other than the payment by the Registrant of expenses
                        incurred or paid by a director, officer or controlling
                        person of the Registrant in the successful defense of
                        any action, suit or proceeding) is asserted by such
                        director, officer or controlling person in connection
                        with the securities being registered, the Registrant
                        will, unless in the opinion of its counsel the matter
                        has been settled by controlling precedent, submit to a
                        court of appropriate jurisdiction the question whether
                        such indemnification by it is against public policy as
                        expressed in the Securities Act and will be governed by
                        the final adjudication of such issue.

                                       5
SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Rockaway, State of New Jersey, on December 16, 2002.

                                 PARTY CITY CORPORATION

                                 By: /s/   Linda M. Siluk
                                     -------------------------------------------
                                     Name: Linda M. Siluk
                                     Title:  Chief Financial Officer

                                POWER OF ATTORNEY

      Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Linda M. Siluk as the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities (unless revoked in writing) to sign this
Registration Statement on Form S-8, and any and all amendments thereto,
including any post-effective amendments as well as any related registration
statement (or amendment thereto) filed in reliance upon Rule 462(b) under the
Securities Act, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in connection therewith, as fully to all intents and purposes as the undersigned
might and could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent or her substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

                                      S-1
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature                                 Title                              Date
         ---------                                 -----                              ----
/s/ Ralph D. Dillon                Non-Executive Chairman of the            December 16, 2002
--------------------------------              Board and Director
        Ralph D. Dillon

      /s/ James Shea                       Chief Executive Officer                December 16, 2002
--------------------------------                 and Director
        James Shea                       (Principal Executive Officer)

      /s/ Linda M. Siluk                    Chief Financial Officer               December 16, 2002
--------------------------------           (Principal Financial and
        Linda M. Siluk                       Accounting Officer)

      /s/ Michael Gatto                           Director                        December 16, 2002
--------------------------------
        Michael Gatto

      /s/ Richard H. Griner                       Director                        December 16, 2002
--------------------------------
        Richard H. Griner

      /s/ L.R. Jalenak, Jr.                       Director                        December 16, 2002
--------------------------------
        L.R. Jalenak, Jr.

      /s/ Howard Levkowitz                        Director                        December 16, 2002
--------------------------------
        Howard Levkowitz

      /s/ Nancy Pedot                             Director                        December 16, 2002
--------------------------------
        Nancy Pedot

      /s/ Walther Salmon                          Director                        December 16, 2002
--------------------------------
        Walter Salmon

      /s/ Michael E. Tennebaum                    Director                        December 16, 2002
--------------------------------
        Michael E. Tennenbaum
S-2
INDEX TO EXHIBITS
EXHIBIT                DESCRIPTION
      -------                -----------
4.1    The Company's 1999 Stock Incentive Plan (Amended
                 and Restated as of October 25, 2000)
                 (incorporated by reference to the Company's
                 Definitive Proxy Statement for the 2000 Annual
                 Meeting to Stockholders, included within Form
                 14-A as filed on October 26, 2000, File No.
                 000-27826).

          4.2    Certificate of Incorporation of the Company
                 (incorporated by reference to the exhibits in
                 the Company's quarterly report on Form 10-Q as
                 filed on September 27, 2002, File No.
                 000-27826).

          4.3    By-Laws of the Company, as amended (incorporated
                 by reference to the exhibits in the Company's
                 quarterly report on Form 10-Q as filed on
                 September 27, 2002, File No. 000-27826).

          4.4    Specimen Certificate of Common Stock
                 (incorporated by reference to the exhibits in
                 the Company's Registration Statement as amended
                 on Form S-1, File No. 333-00350, as declared
                 effective by the Commission on March 26, 1996).

          5.1    Opinion of Counsel.

         23.1    Independent Public Auditor's Consent.

         23.2    Consent of Counsel (included in Exhibit 5.1).

         24.1    Powers of Attorney (included on the signature pages
                 to the Registration Statement).