<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2000
                                                     REGISTRATION NO. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                            STOCKWALK.COM GROUP, INC
             (Exact Name of Registrant as Specified in Its Charter)

           MINNESOTA                                       41-1756256
(State or Other Jurisdiction of                (IRS Employer Identification No.)
 Incorporation or Organization)

5500 WAYZATA BOULEVARD, SUITE 800, MINNEAPOLIS, MN                    55416
   (Address of Principal Executive Offices)                         (Zip Code)

           STOCKWALK.COM GROUP, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                        PHILIP T. COLTON, GENERAL COUNSEL
                             5500 WAYZATA BOULEVARD
                                    SUITE 800
                          MINNEAPOLIS, MINNESOTA 55416
                     (Name and Address of Agent for Service)

                                 (763) 542-6000
           Telephone Number, Including Area Code, of Agent For Service

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                                           Proposed       Proposed
                                                                            Maximum       Maximum
                                                          Amount           Offering      Aggregate      Amount of
                                                           To Be           Price Per      Offering    Registration
Title Of Each Class Of Securities To Be Registered      Registered         Unit (1)      Price (1)       Fee (1)
--------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>            <C>           <C>
Common Stock, $.04 par value                         1,000,000 shares       $3.00        $3,000,000      $792.00
====================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
         based on the average of the high and low prices per share quoted for
         the Registrant's common stock on NASDAQ National Market System on
         December 6, 2000.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The documents listed below are incorporated herein by
         reference. All documents subsequently filed by the Registrant pursuant
         to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
         of 1934, prior to the filing of a post-effective amendment which
         indicates that all securities offered have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated by reference in the registration statement and to be a
         part thereof from the date of filing of such documents.

         (a)      The Registrant's Current Report on Form 8-K (Commission File
                  No. 0-22247) filed by the Registrant on June 7, 2000;

         (b)      The Registrant's Annual Report on Form 10-K (Commission File
                  No. 0-22247) filed by the Registrant on June 29, 2000;

         (c)      Description of the Registrant's common stock contained on page
                  73 of the Prospectus dated August 3, 2000, filed by the
                  Registrant pursuant to Rule 424(b)(1) under the Securities Act
                  on August 3, 2000 (Registration No. 333-35544);

         (d)      Current Report on Form 8-K (Commission File No. 0-22247) filed
                  by the Registrant on August 8, 2000.

         (e)      Quarterly Report on Form 10-Q (Commission File No. 0-22247)
                  filed by the Registrant on August 14, 2000;

         (f)      Current Report on Form 8-K (Commission File No. 0-22247) filed
                  by the Registrant on September 22, 2000;

         (g)      Current Report on Form 8-K (Commission File No. 0-22247) filed
                  by the Registrant on September 28, 2000; and

         (h)      Quarterly Report on Form 10-Q (Commission File No. 0-22247)
                  filed by the Registrant on November 14, 2000.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

<PAGE>   3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Unless prohibited in a corporation's articles of incorporation
         or bylaws, Minnesota Statutes, Section 302A.521 requires
         indemnification of officers, directors, employees and agents, under
         certain circumstances, against judgments, penalties, fines, settlements
         and reasonable expenses (including attorneys' fees and disbursements)
         incurred by such persons in connection with a threatened or pending
         proceeding with respect to the acts or omissions of such persons in
         their official capacity. The general effect of Minnesota Statutes,
         Section 302A.521 is to reimburse (or pay on behalf of) directors and
         officers of the Registrant any personal liability that may be imposed
         for certain acts performed in their capacity as directors and officers
         of the Registrant, except where such persons have not acted in good
         faith.

                  As permitted by the Minnesota Business Corporation Act, the
         Articles of Incorporation of Stockwalk.com Group, Inc., as amended,
         eliminate the liability of the company's directors for monetary damages
         arising from any breach of fiduciary duties as a member of the
         company's board of directors (except as expressly prohibited by
         Minnesota Statutes, Section 302A.251, subd. 4).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

           Exhibit         Description
          ---------        --------------------------------------------------
             5.1           Opinion of Leonard, Street and Deinard,
                           Professional Association

            23.1           Consent of Leonard,  Street and Deinard,
                           Professional  Association  (contained in Exhibit 5.1)

            23.2           Consent of Ernst & Young LLP

ITEM 9.  UNDERTAKINGS.


         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, as amended
                           (the "Securities Act");


                                       2
<PAGE>   4
                  (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.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration fee" table in the
                           effective Registration Statement;

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

                  provided, however, that paragraphs (i) and (ii) above do not
                  apply if the Registration Statement is on Form S-3, Form S-8
                  or Form F-3, and 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 Commission by
                  the Registrant pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") that are incorporated by reference in this Registration
                  Statement.

         (2)      That, for the purposes of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the 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.

         (4)      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.

         (5)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers, and
                  controlling persons of the Registrant


                                       3
<PAGE>   5
                  pursuant to the foregoing provisions, or otherwise, the
                  Registrant has been advised that in the opinion of the
                  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 of 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.


                                       4

<PAGE>   6
                                   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 Minneapolis, State of Minnesota on this 8th day of
December, 2000.

                                       STOCKWALK.COM GROUP, INC.


                                       By /s/ Eldon C. Miller
                                         ---------------------------------------
                                          Eldon C. Miller
                                          Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eldon C. Miller and David B. Johnson his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.


                                       5
<PAGE>   7


         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 dates indicated.


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


/s/ Eldon C. Miller                                             December 7, 2000
--------------------------
Eldon C. Miller               Chairman of the Board; Chief
                                Executive Officer


/s/ Jeffrey L. Houdek                                           December 7, 2000
--------------------------
Jeffrey L. Houdek             Principal Accounting and
                                Financial Officer


/s/ David B. Johnson                                            December 7, 2000
--------------------------
David B. Johnson              Executive Vice President and
                                Director


/s/ Paul R. Kuehn                                               December 7, 2000
--------------------------
Paul R. Kuehn                 Director


/s/ Stanley D. Rahm                                             December 7, 2000
--------------------------
Stanley D. Rahm               Director


/s/ N. Lee Wesley                                               December 7, 2000
--------------------------
N. Lee Wesley                 Director


/s/ Richard J. Nigon                                            December 7, 2000
--------------------------
Richard J. Nigon              Director


                                                                December 7, 2000
--------------------------
John E. Feltl                 Director


/s/ John C. Feltl                                               December 7, 2000
--------------------------
John C. Feltl                 Director


                                       6
<PAGE>   8
                            EXHIBIT INDEX TO FORM S-8

  Exhibit          Description
-----------        -------------------------------------------------------------
    5.1            Opinion of Leonard, Street and Deinard, Professional
                   Association

   23.1            Consent of Leonard, Street and Deinard, Professional
                   Association (contained in Exhibit 5.1)

   23.2            Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "filename": "c58995s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17173}]
{"company-data": {"conformed-name": "STOCKWALK COM GROUP INC", "cik": "0001001136", "assigned-sic": "6211", "irs-number": "411756256", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51454", "film-number": "785233"}, "business-address": {"street1": "5500 WAYZATA BLVD", "street2": "STE 800", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416", "phone": "7635426000"}, "mail-address": {"street1": "5500 WAYZATA BLVD", "street2": "STE 800", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416"}, "former-company": [{"former-conformed-name": "NM HOLDINGS INC", "date-changed": "19990107"}, {"former-conformed-name": "NUTRITION MEDICAL INC", "date-changed": "19960807"}]}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2000
                                                     REGISTRATION NO. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                            STOCKWALK.COM GROUP, INC
             (Exact Name of Registrant as Specified in Its Charter)

           MINNESOTA                                       41-1756256
(State or Other Jurisdiction of                (IRS Employer Identification No.)
 Incorporation or Organization)

5500 WAYZATA BOULEVARD, SUITE 800, MINNEAPOLIS, MN                    55416
   (Address of Principal Executive Offices)                         (Zip Code)

           STOCKWALK.COM GROUP, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                        PHILIP T. COLTON, GENERAL COUNSEL
                             5500 WAYZATA BOULEVARD
                                    SUITE 800
                          MINNEAPOLIS, MINNESOTA 55416
                     (Name and Address of Agent for Service)

                                 (763) 542-6000
           Telephone Number, Including Area Code, of Agent For Service

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                           Proposed       Proposed
                                                                            Maximum       Maximum
                                                          Amount           Offering      Aggregate      Amount of
                                                           To Be           Price Per      Offering    Registration
Title Of Each Class Of Securities To Be Registered      Registered         Unit (1)      Price (1)       Fee (1)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.04 par value                         1,000,000 shares       $3.00        $3,000,000      $792.00
====================================================================================================================
(1)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
         based on the average of the high and low prices per share quoted for
         the Registrant's common stock on NASDAQ National Market System on
         December 6, 2000.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The documents listed below are incorporated herein by
         reference. All documents subsequently filed by the Registrant pursuant
         to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
         of 1934, prior to the filing of a post-effective amendment which
         indicates that all securities offered have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated by reference in the registration statement and to be a
         part thereof from the date of filing of such documents.

         (a)      The Registrant's Current Report on Form 8-K (Commission File
                  No. 0-22247) filed by the Registrant on June 7, 2000;

         (b)      The Registrant's Annual Report on Form 10-K (Commission File
                  No. 0-22247) filed by the Registrant on June 29, 2000;

         (c)      Description of the Registrant's common stock contained on page
                  73 of the Prospectus dated August 3, 2000, filed by the
                  Registrant pursuant to Rule 424(b)(1) under the Securities Act
                  on August 3, 2000 (Registration No. 333-35544);

         (d)      Current Report on Form 8-K (Commission File No. 0-22247) filed
                  by the Registrant on August 8, 2000.

         (e)      Quarterly Report on Form 10-Q (Commission File No. 0-22247)
                  filed by the Registrant on August 14, 2000;

         (f)      Current Report on Form 8-K (Commission File No. 0-22247) filed
                  by the Registrant on September 22, 2000;

         (g)      Current Report on Form 8-K (Commission File No. 0-22247) filed
                  by the Registrant on September 28, 2000; and

         (h)      Quarterly Report on Form 10-Q (Commission File No. 0-22247)
                  filed by the Registrant on November 14, 2000.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.
3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Unless prohibited in a corporation's articles of incorporation
         or bylaws, Minnesota Statutes, Section 302A.521 requires
         indemnification of officers, directors, employees and agents, under
         certain circumstances, against judgments, penalties, fines, settlements
         and reasonable expenses (including attorneys' fees and disbursements)
         incurred by such persons in connection with a threatened or pending
         proceeding with respect to the acts or omissions of such persons in
         their official capacity. The general effect of Minnesota Statutes,
         Section 302A.521 is to reimburse (or pay on behalf of) directors and
         officers of the Registrant any personal liability that may be imposed
         for certain acts performed in their capacity as directors and officers
         of the Registrant, except where such persons have not acted in good
         faith.

                  As permitted by the Minnesota Business Corporation Act, the
         Articles of Incorporation of Stockwalk.com Group, Inc., as amended,
         eliminate the liability of the company's directors for monetary damages
         arising from any breach of fiduciary duties as a member of the
         company's board of directors (except as expressly prohibited by
         Minnesota Statutes, Section 302A.251, subd. 4).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

           Exhibit         Description
          ---------        --------------------------------------------------
             5.1           Opinion of Leonard, Street and Deinard,
                           Professional Association

            23.1           Consent of Leonard,  Street and Deinard,
                           Professional  Association  (contained in Exhibit 5.1)

            23.2           Consent of Ernst & Young LLP

ITEM 9.  UNDERTAKINGS.

         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, as amended
                           (the "Securities Act");

                                       2
4
                  (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.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20 percent change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration fee" table in the
                           effective Registration Statement;

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

                  provided, however, that paragraphs (i) and (ii) above do not
                  apply if the Registration Statement is on Form S-3, Form S-8
                  or Form F-3, and 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 Commission by
                  the Registrant pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") that are incorporated by reference in this Registration
                  Statement.

         (2)      That, for the purposes of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the 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.

         (4)      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.

         (5)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers, and
                  controlling persons of the Registrant

                                       3
5
                  pursuant to the foregoing provisions, or otherwise, the
                  Registrant has been advised that in the opinion of the
                  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 of 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.

                                       4
6
                                   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 Minneapolis, State of Minnesota on this 8th day of
December, 2000.

                                       STOCKWALK.COM GROUP, INC.

                                       By /s/ Eldon C. Miller
                                         ---------------------------------------
                                          Eldon C. Miller
                                          Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eldon C. Miller and David B. Johnson his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

                                       5
7

         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 dates indicated.

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

/s/ Eldon C. Miller                                             December 7, 2000
--------------------------
Eldon C. Miller               Chairman of the Board; Chief
                                Executive Officer

/s/ Jeffrey L. Houdek                                           December 7, 2000
--------------------------
Jeffrey L. Houdek             Principal Accounting and
                                Financial Officer

/s/ David B. Johnson                                            December 7, 2000
--------------------------
David B. Johnson              Executive Vice President and
                                Director

/s/ Paul R. Kuehn                                               December 7, 2000
--------------------------
Paul R. Kuehn                 Director

/s/ Stanley D. Rahm                                             December 7, 2000
--------------------------
Stanley D. Rahm               Director

/s/ N. Lee Wesley                                               December 7, 2000
--------------------------
N. Lee Wesley                 Director

/s/ Richard J. Nigon                                            December 7, 2000
--------------------------
Richard J. Nigon              Director

                                                                December 7, 2000
--------------------------
John E. Feltl                 Director

/s/ John C. Feltl                                               December 7, 2000
--------------------------
John C. Feltl                 Director

                                       6
8
                            EXHIBIT INDEX TO FORM S-8

  Exhibit          Description
-----------        -------------------------------------------------------------
    5.1            Opinion of Leonard, Street and Deinard, Professional
                   Association

   23.1            Consent of Leonard, Street and Deinard, Professional
                   Association (contained in Exhibit 5.1)

   23.2            Consent of Ernst & Young LLP