<PAGE>
    As filed with the Securities and Exchange Commission on August 21, 1997.

                              Registration No. 333-______

       ------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                 --------------


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

                                 --------------


                            BRITE VOICE SYSTEMS, INC.
               (Exact name of issuer as specified in its charter)


     Kansas                                            48-0986248
     (State or other                                   (I.R.S. Employer
jurisdiction of incorporation)                    Identification No.)

     250 International Parkway, Suite 300
     Heathrow, Florida                                      32746
(Address of Principal Executive Offices)                  (Zip Code)



                      NON-STATUTORY STOCK OPTION AGREEMENT
                              [FULL TITLE OF PLAN]



                              Glenn A. Etherington
                             Chief Financial Officer
                      250 International Parkway, Suite 300
                             Heathrow, Florida 32746
                     (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (407) 357-1000


                                    Copy to:

                            Thomas P. Garretson, Esq.
                        Triplett, Woolf & Garretson, LLC
                        151 North Main Street, Suite 800
                           Wichita, Kansas 67202-1409
       ------------------------------------------------------------------


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
        TITLE OF CLASS OF               AMOUNT             PROPOSED MAXIMUM           PROPOSED MAXIMUM              AMOUNT OF
          SECURITIES TO                  TO BE              OFFERING PRICE                AGGREGATE               REGISTRATION
          BE REGISTERED               REGISTERED(1)           PER SHARE(2)                 OFFERING                    FEE
                                                                                           PRICE(2)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                        <C>                         <C>
          Common Stock,                100,000                  $5.875                    $587,500                    $178
          no par value

----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  This Registration Statement is being filed to register 100,000 shares of
     common stock which may be issued pursuant to non-qualified options granted
     pursuant to a Non-Statutory Stock Option Agreement between the Registrant
     and David F. Hemmings, a former executive officer of the Registrant, plus
     such indeterminable number of shares of common stock as may be issuable
     because of the anti-dilution provisions set forth in such Agreement.

(2)  Calculated in accordance with the provisions of Rule 457(h).

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   PLAN INFORMATION.

     The documents containing information related to the non-statutory stock
option agreement (the "Options") which are not filed as a part of this
Registration Statement and documents incorporated by reference in response to
Item 3 of Part II of this Registration Statement, which taken together
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended, (the "Securities Act") will be sent or given
to the holder of the Options (the "Optionee") by the Registrant as specified by
Rule 428(b)(1) of the Securities Act.


Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     As required by this Item, the Registrant will provide to the Optionee a
written statement advising him of the availability without charge upon written
or oral notice of documents incorporated by reference in Item 3 of Part II of
this Registration Statement and of documents required to be delivered pursuant
to Rule 428(b) under the Securities Act.  The statement will include the address
listing the title or department and telephone number to which the request is to
be directed.

                                        1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
     A.   Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996;

     B.   Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1997 and June 30, 1997; and

     C.   Item 1, "Description of The Common Stock" contained in the Exhibits to
          the Registrant's Registration Statement on Form 8-A pursuant to
          Section 12(g) of the Securities Exchange Act of 1934, as amended, on
          August 9, 1989.


     All documents subsequently filed with the Commission 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 herein have been sold, or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

     Not applicable; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 17-6305 of the Kansas Statutes Annotated, as amended ("K.S.A.")
contains detailed provisions for indemnification of certain persons, including
directors and officers of Kansas corporations, against expenses, judgments,
fines and settlements in connection with litigation.

                                        2

<PAGE>

     Article VIII of the Company's Restated Articles of Incorporation limits a
director's liability to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for dividends, stock repurchases and other distributions
made in violation of Kansas law, or (iv) for any transaction from which the
director derived any improper personal benefit.

     Article V of the Company's Bylaws provides for indemnification of certain
persons, including directors and officers of the Company, substantially the same
as that permitted by K.S.A. Section 17-6305.  Section 17-6305(g) provides that a
Kansas corporation may obtain insurance to indemnify its directors and officers.
The Company has directors' and officers' insurance which protects each director
or officer from liability for actions taken in their capacity as directors or
officers.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


Item 8.  EXHIBITS.

EXHIBIT NO.    DESCRIPTION

     5.1       Opinion of Triplett, Woolf & Garretson, LLC as to the legality of
               the Registrant's Common Stock being registered hereby

     23.1      Consent of Arthur Andersen LLP

     23.2      Consent of Triplett, Woolf & Garretson, LLC (contained in Exhibit
               5.1)

     24.1      Power of Attorney (included as part of the Signature Page to this
               Registration Statement)

                                        3

<PAGE>

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 of 1933;

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

                    (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 (a)(1)(i) and (a)(1)(ii) do
          not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the Registrant pursuant to section 13 or section
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in this Registration Statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new 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 hereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for purposes
     of determining any liability under the Securities Act of 1933, each filing
     of the Registrant's

                                        4

<PAGE>

     annual report pursuant to section 13(a) or section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the 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 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 Act and will be governed by the final
     adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Heathrow, State of Florida, on the 12th day of
August, 1997.

                              BRITE VOICE SYSTEMS, INC.


                              By /s/ David S. Gergacz
                                 ------------------------------------
                                 David S. Gergacz, President and
                                 Chief Executive Officer (Principal
                                 Executive Officer)


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that each such person whose signature
appears below constitutes and appoints, jointly and severally, David S. Gergacz
and Glenn A. Etherington, his attorneys-in-fact, each with the power of
substitution, for him and in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 (including post-effective amendments)
and to file the same, with all Exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

    Signature                        Title                               Date


/s/ David S. Gergacz            President, Chief                 August 12, 1997
--------------------------      Executive Officer
David S. Gergacz                and Director


/s/ Glenn A. Etherington        Chief Financial                  August 12, 1997
--------------------------      Officer (Principal
Glenn A. Etherington            Financial and Principal
                                Accounting Officer)

                                        6

<PAGE>

--------------------------      Chairman of the                  August __, 1997
Stanley G. Brannan              Board of Directors


/s/ Perry E. Esping             Director                         August 12, 1997
--------------------------
Perry E. Esping


/s/ C. MacKay Ganson, Jr.       Director                         August 12, 1997
--------------------------
C. MacKay Ganson, Jr.


/s/ John F. Kelsey, III         Director                         August 12, 1997
--------------------------
John F. Kelsey, III


/s/ Alan C. Maltz               Director                         August 12, 1997
--------------------------
Alan C. Maltz


--------------------------      Director                         August __, 1997
Scott A. Maltz

                                        7

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION

  5.1      Opinion of Triplett, Woolf & Garretson, LLC as to the legality of
           the Registrant's Common Stock being registered hereby

  23.1     Consent of Arthur Andersen LLP

  23.2     Consent of Triplett, Woolf & Garretson, LLC (contained in Exhibit
           5.1)

  24.1     Power of Attorney (included as part of the
           Signature Page to this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16508}]
{"company-data": {"conformed-name": "BRITE VOICE SYSTEMS INC", "cik": "0000852637", "assigned-sic": "3661", "irs-number": "480986248", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34081", "film-number": "97667672"}, "business-address": {"street1": "7309 E 21ST ST N", "city": "WICHITA", "state": "KS", "zip": "67206", "phone": "3166526500"}}
As filed with the Securities and Exchange Commission on August 21, 1997.

                              Registration No. 333-______

       ------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                 --------------

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

                                 --------------

                            BRITE VOICE SYSTEMS, INC.
               (Exact name of issuer as specified in its charter)

     Kansas                                            48-0986248
     (State or other                                   (I.R.S. Employer
jurisdiction of incorporation)                    Identification No.)

     250 International Parkway, Suite 300
     Heathrow, Florida                                      32746
(Address of Principal Executive Offices)                  (Zip Code)

                      NON-STATUTORY STOCK OPTION AGREEMENT
                              [FULL TITLE OF PLAN]

                              Glenn A. Etherington
                             Chief Financial Officer
                      250 International Parkway, Suite 300
                             Heathrow, Florida 32746
                     (Name and address of agent for service)

  Telephone number, including area code, of agent for service:  (407) 357-1000

                                    Copy to:

                            Thomas P. Garretson, Esq.
                        Triplett, Woolf & Garretson, LLC
                        151 North Main Street, Suite 800
                           Wichita, Kansas 67202-1409
       ------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
        TITLE OF CLASS OF               AMOUNT             PROPOSED MAXIMUM           PROPOSED MAXIMUM              AMOUNT OF
          SECURITIES TO                  TO BE              OFFERING PRICE                AGGREGATE               REGISTRATION
          BE REGISTERED               REGISTERED(1)           PER SHARE(2)                 OFFERING                    FEE
                                                                                           PRICE(2)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                100,000                  $5.875                    $587,500                    $178
          no par value

----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement is being filed to register 100,000 shares of
     common stock which may be issued pursuant to non-qualified options granted
     pursuant to a Non-Statutory Stock Option Agreement between the Registrant
     and David F. Hemmings, a former executive officer of the Registrant, plus
     such indeterminable number of shares of common stock as may be issuable
     because of the anti-dilution provisions set forth in such Agreement.

(2)  Calculated in accordance with the provisions of Rule 457(h).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   PLAN INFORMATION.

     The documents containing information related to the non-statutory stock
option agreement (the "Options") which are not filed as a part of this
Registration Statement and documents incorporated by reference in response to
Item 3 of Part II of this Registration Statement, which taken together
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended, (the "Securities Act") will be sent or given
to the holder of the Options (the "Optionee") by the Registrant as specified by
Rule 428(b)(1) of the Securities Act.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     As required by this Item, the Registrant will provide to the Optionee a
written statement advising him of the availability without charge upon written
or oral notice of documents incorporated by reference in Item 3 of Part II of
this Registration Statement and of documents required to be delivered pursuant
to Rule 428(b) under the Securities Act.  The statement will include the address
listing the title or department and telephone number to which the request is to
be directed.

                                        1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
     A.   Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996;

     B.   Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1997 and June 30, 1997; and

     C.   Item 1, "Description of The Common Stock" contained in the Exhibits to
          the Registrant's Registration Statement on Form 8-A pursuant to
          Section 12(g) of the Securities Exchange Act of 1934, as amended, on
          August 9, 1989.

     All documents subsequently filed with the Commission 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 herein have been sold, or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

     Not applicable; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 17-6305 of the Kansas Statutes Annotated, as amended ("K.S.A.")
contains detailed provisions for indemnification of certain persons, including
directors and officers of Kansas corporations, against expenses, judgments,
fines and settlements in connection with litigation.

                                        2
Article VIII of the Company's Restated Articles of Incorporation limits a
director's liability to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for dividends, stock repurchases and other distributions
made in violation of Kansas law, or (iv) for any transaction from which the
director derived any improper personal benefit.

     Article V of the Company's Bylaws provides for indemnification of certain
persons, including directors and officers of the Company, substantially the same
as that permitted by K.S.A. Section 17-6305.  Section 17-6305(g) provides that a
Kansas corporation may obtain insurance to indemnify its directors and officers.
The Company has directors' and officers' insurance which protects each director
or officer from liability for actions taken in their capacity as directors or
officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

Item 8.  EXHIBITS.

EXHIBIT NO.    DESCRIPTION

     5.1       Opinion of Triplett, Woolf & Garretson, LLC as to the legality of
               the Registrant's Common Stock being registered hereby

     23.1      Consent of Arthur Andersen LLP

     23.2      Consent of Triplett, Woolf & Garretson, LLC (contained in Exhibit
               5.1)

     24.1      Power of Attorney (included as part of the Signature Page to this
               Registration Statement)

                                        3
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 of 1933;

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

                    (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 (a)(1)(i) and (a)(1)(ii) do
          not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed by the Registrant pursuant to section 13 or section
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in this Registration Statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new 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 hereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for purposes
     of determining any liability under the Securities Act of 1933, each filing
     of the Registrant's

                                        4
annual report pursuant to section 13(a) or section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the 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 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 Act and will be governed by the final
     adjudication of such issue.

                                        5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Heathrow, State of Florida, on the 12th day of
August, 1997.

                              BRITE VOICE SYSTEMS, INC.

                              By /s/ David S. Gergacz
                                 ------------------------------------
                                 David S. Gergacz, President and
                                 Chief Executive Officer (Principal
                                 Executive Officer)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each such person whose signature
appears below constitutes and appoints, jointly and severally, David S. Gergacz
and Glenn A. Etherington, his attorneys-in-fact, each with the power of
substitution, for him and in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 (including post-effective amendments)
and to file the same, with all Exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

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

    Signature                        Title                               Date

/s/ David S. Gergacz            President, Chief                 August 12, 1997
--------------------------      Executive Officer
David S. Gergacz                and Director

/s/ Glenn A. Etherington        Chief Financial                  August 12, 1997
--------------------------      Officer (Principal
Glenn A. Etherington            Financial and Principal
                                Accounting Officer)

                                        6
--------------------------      Chairman of the                  August __, 1997
Stanley G. Brannan              Board of Directors

/s/ Perry E. Esping             Director                         August 12, 1997
--------------------------
Perry E. Esping

/s/ C. MacKay Ganson, Jr.       Director                         August 12, 1997
--------------------------
C. MacKay Ganson, Jr.

/s/ John F. Kelsey, III         Director                         August 12, 1997
--------------------------
John F. Kelsey, III

/s/ Alan C. Maltz               Director                         August 12, 1997
--------------------------
Alan C. Maltz

--------------------------      Director                         August __, 1997
Scott A. Maltz

                                        7
EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION

  5.1      Opinion of Triplett, Woolf & Garretson, LLC as to the legality of
           the Registrant's Common Stock being registered hereby

  23.1     Consent of Arthur Andersen LLP

  23.2     Consent of Triplett, Woolf & Garretson, LLC (contained in Exhibit
           5.1)

  24.1     Power of Attorney (included as part of the
           Signature Page to this Registration Statement)