<PAGE>


     As filed with the Securities and Exchange Commission on April 25, 2002
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                                  ------------
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                                  I-many, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                                            01-0524931
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

            537 Congress Street                          04101-3353
                Portland, ME                             (Zip Code)
  (Address of Principal Executive Offices)


              MENERVA TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN

                             Robert G. Schwartz, Jr.
                       Vice President and General Counsel
                                  I-many, Inc.
                               511 Congress Street
                             Portland, ME 04101-3353
                      (Name, Address of Agent for Service)

                                 (207) 774-3244
                     (Telephone number, including area code,
                              of agent for service)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                         Proposed Maximum     Proposed Maximum       Amount of
Title of Securities      Amount to Be   Offering Price per   Aggregate Offering    Registration
to be Registered (1)    Registered (2)        Share                Price                Fee
------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                  <C>                <C>
Common Stock
($.0001 par value)      25,744 shares        $4.43(3)            $114,046(3)           $11.00
------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Issuable pursuant to the Menerva Technologies, Inc. 2000 Stock
          Incentive Plan, which the Registrant assumed in connection with its
          acquisition by merger of Menerva Technologies, Inc. on March 28, 2002.

     (2)  Pursuant to Rule 416(a), this Registration Statement also covers
          additional securities that may be offered as a result of stock splits,
          stock dividends or similar transactions relating to the shares covered
          by this Registration Statement.

<PAGE>

     (3)  Estimated solely for purposes of calculating the registration fee, and
          based upon the average price of the Registrant's Common Stock on April
          22, 2002 in accordance with Rule 457(h) under the Securities Act.

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I of Form S-8 is included in documents
sent or given to participants in the plan specified on the cover page of this
Registration Statement of I-many, Inc., a Delaware corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

     (1)  The Registrant's latest annual report filed pursuant to Section 13(a)
          or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
          to Rule 424(b) under the Securities Act that contains audited
          financial statements for the Registrant's latest fiscal year for which
          such statements have been filed.

     (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the document
          referred to in (1) above.

     (3)  The description of the common stock of the Registrant, $.0001 par
          value per share (the "Common Stock"), contained in the registration
          statement filed on June 23, 2000 under Section 12 of the Exchange Act,
          including any amendment or report filed for purposes of updating such
          description.

     All documents subsequently filed by the Registrant 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 shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

Item 4.  Description of Securities

         Not applicable.

<PAGE>

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification

     Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for any monetary damages for any
breach of fiduciary duty as a director, except to the extent that the Delaware
General Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

     Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation sets forth procedures for the indemnification of the officers and
directors of the Registrant. Article EIGHTH further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.

     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

Item 9.  Undertakings

     a. The 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:

<PAGE>

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

     (ii) To reflect in the prospectus any facts or events arising after the
          effective date of this Registration Statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in 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
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table herein; and

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

provided, however, that paragraphs (i) and (ii) do not apply if this
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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

        (2)  That, for the purpose 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 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 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 Section 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 this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide offering
thereof.

     c. 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

<PAGE>

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

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Portland, Maine on April 25, 2002.

                                 I-MANY, INC.

                                 By:  /s/ A. Leigh Powell
                                    -------------------------------------
                                    A. Leigh Powell
                                    President and Chief Executive Officer

     We, the undersigned officers and directors of I-many, Inc., hereby
severally constitute and appoint A. Leigh Powell and Kevin Collins, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them singly, to sign for us in our names in the capacities indicated below, all
pre-effective and post-effective amendments to this registration statement, and
generally to do all things in our names and on our behalf in such capacities to
enable I-many, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
         SIGNATURE             TITLE(S)                                   DATE
         ---------             --------                                   ----
            <S>                   <C>                                      <C>

/s/ A. Leigh Powell
----------------------------   President, Chief Executive Officer         April 25, 2002
A. Leigh Powell                and Chairman of the Board of Directors
                               (Principal Executive Officer)

/s/ Kevin F. Collins           Chief Financial Officer and Treasurer      April 25, 2002
----------------------------   (Principal Financial and Accounting
Kevin F. Collins               Officer)


----------------------------   Director
William F. Doyle

/s/ Murray B. Low
----------------------------   Director                                   April 25, 2002
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                   <C>                                  <C>
Murray B. Low

/s/ E. David Hetz
---------------------------------   Director                              April 25, 2002
E. David Hetz

/s/ Karl Newkirk
---------------------------------   Director                              April 25, 2002
Karl Newkirk

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

EXHIBIT NO.      EXHIBIT
-----------      -------
<S>                <C>
3.1(i)+          Certificate of Incorporation

3.1(ii)+         Amended and Restated Bylaws

 4.1+            Description of capital stock (contained in the Certificate of
                  Incorporation filed as Exhibit 3.1(i))

5.1              Opinion of Robert G. Schwartz, Jr.

10.1             Menerva Technologies, Inc. 2000 Stock Incentive Plan

10.2             Form of Incentive Stock Option Agreement

23.1             Consent of Arthur Andersen LLP

23.2             Consent of Robert G. Schwartz, Jr. (contained in Exhibit 5.1)

24.1             Power of Attorney (included in Signature Page)
</TABLE>
----------------

+    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, as amended (File No. 333-32346) originally filed with the SEC on
     March 13, 2000.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16073}]
{"company-data": {"conformed-name": "I MANY INC", "cik": "0001104017", "assigned-sic": "7389", "irs-number": "010524931", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86958", "film-number": "02620932"}, "business-address": {"street1": "537 CONGRESS STREET", "street2": "5TH FLOOR", "city": "PORTLAND", "state": "ME", "zip": "04101", "phone": "2077743244"}, "mail-address": {"street1": "537 CONGRESS STREET", "city": "PORTLAND", "state": "ME", "zip": "04101"}}
As filed with the Securities and Exchange Commission on April 25, 2002
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                                  ------------
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                                  I-many, Inc.
             (Exact name of registrant as specified in its charter)

            Delaware                                            01-0524931
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

            537 Congress Street                          04101-3353
                Portland, ME                             (Zip Code)
  (Address of Principal Executive Offices)

              MENERVA TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN

                             Robert G. Schwartz, Jr.
                       Vice President and General Counsel
                                  I-many, Inc.
                               511 Congress Street
                             Portland, ME 04101-3353
                      (Name, Address of Agent for Service)

                                 (207) 774-3244
                     (Telephone number, including area code,
                              of agent for service)
------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                         Proposed Maximum     Proposed Maximum       Amount of
Title of Securities      Amount to Be   Offering Price per   Aggregate Offering    Registration
to be Registered (1)    Registered (2)        Share                Price                Fee
------------------------------------------------------------------------------------------------
Common Stock
($.0001 par value)      25,744 shares        $4.43(3)            $114,046(3)           $11.00
------------------------------------------------------------------------------------------------
(1)  Issuable pursuant to the Menerva Technologies, Inc. 2000 Stock
          Incentive Plan, which the Registrant assumed in connection with its
          acquisition by merger of Menerva Technologies, Inc. on March 28, 2002.

     (2)  Pursuant to Rule 416(a), this Registration Statement also covers
          additional securities that may be offered as a result of stock splits,
          stock dividends or similar transactions relating to the shares covered
          by this Registration Statement.
(3)  Estimated solely for purposes of calculating the registration fee, and
          based upon the average price of the Registrant's Common Stock on April
          22, 2002 in accordance with Rule 457(h) under the Securities Act.

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I of Form S-8 is included in documents
sent or given to participants in the plan specified on the cover page of this
Registration Statement of I-many, Inc., a Delaware corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

     (1)  The Registrant's latest annual report filed pursuant to Section 13(a)
          or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
          to Rule 424(b) under the Securities Act that contains audited
          financial statements for the Registrant's latest fiscal year for which
          such statements have been filed.

     (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the document
          referred to in (1) above.

     (3)  The description of the common stock of the Registrant, $.0001 par
          value per share (the "Common Stock"), contained in the registration
          statement filed on June 23, 2000 under Section 12 of the Exchange Act,
          including any amendment or report filed for purposes of updating such
          description.

     All documents subsequently filed by the Registrant 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 shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

Item 4.  Description of Securities

         Not applicable.
Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification

     Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for any monetary damages for any
breach of fiduciary duty as a director, except to the extent that the Delaware
General Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

     Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation sets forth procedures for the indemnification of the officers and
directors of the Registrant. Article EIGHTH further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.

     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

Item 9.  Undertakings

     a. The 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;

     (ii) To reflect in the prospectus any facts or events arising after the
          effective date of this Registration Statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in 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
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table herein; and

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

provided, however, that paragraphs (i) and (ii) do not apply if this
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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

        (2)  That, for the purpose 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 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 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 Section 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 this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide offering
thereof.

     c. 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 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Portland, Maine on April 25, 2002.

                                 I-MANY, INC.

                                 By:  /s/ A. Leigh Powell
                                    -------------------------------------
                                    A. Leigh Powell
                                    President and Chief Executive Officer

     We, the undersigned officers and directors of I-many, Inc., hereby
severally constitute and appoint A. Leigh Powell and Kevin Collins, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them singly, to sign for us in our names in the capacities indicated below, all
pre-effective and post-effective amendments to this registration statement, and
generally to do all things in our names and on our behalf in such capacities to
enable I-many, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE             TITLE(S)                                   DATE
         ---------             --------                                   ----
/s/ A. Leigh Powell
----------------------------   President, Chief Executive Officer         April 25, 2002
A. Leigh Powell                and Chairman of the Board of Directors
                               (Principal Executive Officer)

/s/ Kevin F. Collins           Chief Financial Officer and Treasurer      April 25, 2002
----------------------------   (Principal Financial and Accounting
Kevin F. Collins               Officer)

----------------------------   Director
William F. Doyle

/s/ Murray B. Low
----------------------------   Director                                   April 25, 2002
Murray B. Low

/s/ E. David Hetz
---------------------------------   Director                              April 25, 2002
E. David Hetz

/s/ Karl Newkirk
---------------------------------   Director                              April 25, 2002
Karl Newkirk
EXHIBIT INDEX

EXHIBIT NO.      EXHIBIT
-----------      -------
3.1(i)+          Certificate of Incorporation

3.1(ii)+         Amended and Restated Bylaws

 4.1+            Description of capital stock (contained in the Certificate of
                  Incorporation filed as Exhibit 3.1(i))

5.1              Opinion of Robert G. Schwartz, Jr.

10.1             Menerva Technologies, Inc. 2000 Stock Incentive Plan

10.2             Form of Incentive Stock Option Agreement

23.1             Consent of Arthur Andersen LLP

23.2             Consent of Robert G. Schwartz, Jr. (contained in Exhibit 5.1)

24.1             Power of Attorney (included in Signature Page)
----------------

+    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1, as amended (File No. 333-32346) originally filed with the SEC on
     March 13, 2000.