<PAGE>


                                           Registration Statement No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                           --------------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                           --------------------------

                                 FOILMARK, INC.
             (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                 11-3101034
     (State or other jurisdiction of         (IRS Employer Identification No.)
      incorporation or organization)

                   5 MALCOLM HOYT DRIVE, NEWBURYPORT, MA 01950
                          (Address, including zip code
                         of Principal Executive Offices)

              FOILMARK, INC. 1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
                            (Full Title of the Plan)

                               FRANK J. OLSEN, JR.
                                    PRESIDENT
                                 FOILMARK, INC.
                              5 MALCOLM HOYT DRIVE
                              NEWBURYPORT, MA 01950
                                 (978) 462-7300
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            STEPHEN J. CARLOTTI, ESQ.
                            HINCKLEY, ALLEN & SNYDER
                                1500 FLEET CENTER
                              PROVIDENCE, RI 02903
                                 (401) 274-2000



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


                                       1
<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------- ---------------------- ------------------- ---------------------- -------------------------
<S>                        <C>                     <C>               <C>                   <C>
TITLE OF EACH CLASS                              PROPOSED            PROPOSED MAXIMUM       AMOUNT OF
OF SECURITIES TO BE       AMOUNT TO BE           MAXIMUM             AGGREGATE              REGISTRATION FEE
REGISTERED                REGISTERED(1)          OFFERING PRICE      OFFERING PRICE
                                                 PER SHARE (2)
------------------------- ---------------------- ------------------- ---------------------- -------------------------
------------------------- ---------------------- ------------------- ---------------------- -------------------------
Common
Stock, par
value $.01 per
share....                   150,000               $3.125               $468,750               $130.31
------------------------- ---------------------- ------------------- ---------------------- -------------------------

</TABLE>

(1) Based on 150,000 shares of Common Stock issuable under the Foilmark, Inc.
1997 Non-Employee Directors Stock Plan (the "Plan").

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the exercise price of the
high and low prices reported on the Nasdaq National Market System as of November
1, 1999.


                                       2
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Foilmark with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference herein and shall be deemed to be a part hereof:

        (a)     Foilmark's latest Annual Report filed on Form 10-K for the
                fiscal year ended June 30, 1999 filed pursuant to Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
                Act");

        (b)     All other reports filed by Foilmark pursuant to Section 13(a) or
                15(d) of the Exchange Act since the end of the fiscal year
                covered by the Annual Report on Form 10-K set forth in (a)
                above; and

        (c)     The description of Common Stock included in Foilmark 's
                Registration Statement filed under Section 12 of the Exchange
                Act, including any amendment or report filed for the purpose 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 securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


                                       1
<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of Delaware (the "DGCL")
authorizes and empowers the Registrant to indemnify the directors, officers,
employees and agents of the Registrant against liabilities incurred in
connection with, and related expenses resulting from, any claim or suit brought
against any such person as a result of his relationship with the Registrant,
provided that such persons acted in accordance with a stated standard of conduct
in connection with the acts or events on which such claim, action or suit is
based. The finding of either civil or criminal liability on the part of such
persons in connection with such acts or events is not necessarily determinative
of the questions of whether such persons have met the required standard of
conduct and are, accordingly, entitled to be indemnified.

     Article Tenth of the Registrant's Second Amended and Restated Certificate
of Incorporation provides for limited liability and rights of indemnification of
directors and officers of the Registrant to the full extent permitted by the
DGCL. Article Tenth requires the Registrant to indemnify any person who was or
is a party to any threatened, pending or completed action, suit or proceeding,
by reason of the fact that he is or was a director, officer, employee or agent
of the Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred in connection with such actions. It also
authorizes the directors to contract in advance to indemnify such persons.

     In addition, Article X of the Registrant's Restated By-laws requires the
Registrant to indemnify to the full extent permitted by law any person who is or
was made, or threatened to be made, a party to an action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she or his or her testator or intestate is or was a director, officer
or employee of the Registrant or serves or served any other corporation or
enterprise at the request of the Registrant. Article X also authorizes the
Registrant to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Registrant (or who is or was
serving in such capacity at another corporation or enterprise at the request of
the Registrant) against any liability asserted against him or her and incurred
by him or her in any such capacity or arising out of his or her status as such,
whether or not the Registrant would have the power to indemnify him or her
against such liability under the provisions of its By-laws.

     In addition, pursuant to Indemnification Agreements by and between Foilmark
and certain of its officers and directors, Foilmark has agreed to indemnify such
officers and directors and hold them harmless from all claims related to his
service as an officer or director, to the fullest extent permitted by the DGCL.

                                       2
<PAGE>


ITEM 8. EXHIBITS.

     EXHIBIT NO.                               DESCRIPTION
     ----------                                ------------

     3.1                                  Second Amended and Restated
                                          Certificate of Incorporation
                                          (incorporated by reference to Exhibit
                                          3.1 to the Registrant's Current Report
                                          on Form 8-K filed with the Commission
                                          on May 5, 1999, the text of such
                                          amendment being set forth as Exhibit
                                          3.3 to the Registrant's Quarterly
                                          Report on Form 10-Q filed with the
                                          Commission on May 14, 1999 and
                                          incorporated herein by reference).

     3.2                                  Restated Bylaws, as amended
                                          (incorporated by reference to an
                                          Exhibit to the Registrant's Quarterly
                                          Report on Form 10-Q, as amended by
                                          written consent of the Board of
                                          Directors, the text of such amended
                                          Restated Bylaws being set forth as
                                          Exhibit 3.2 to the Company's Current
                                          Report on Form 8-K filed with the
                                          Commission on May 5, 1999 and
                                          incorporated herein by reference).

     5                                    Opinion of Hinckley, Allen & Snyder
                                          LLP

     23.1                                 Consent of KPMG LLP, Independent
                                          Accountants

     23.2                                 Consent of Hinckley, Allen & Snyder
                                          LLP (included in Exhibit 5)


ITEM 9.  UNDERTAKINGS

        (a)     The undersigned Registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement 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;

               (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 thereof; and

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

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

                                       3
<PAGE>


          report pursuant to Section 13(a) or 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.

          (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 Commission such indemnification is against public
          policy as expressed in the Securities Act of 1933 and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act of 1933
          and will be governed by the final adjudication of such issue.

                                       4
<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 the City of Boston, Commonwealth of Massachusetts, on November 4,
1999.

                                Foilmark, Inc.



                                By: /s/ Frank J. Olsen, Jr.
                                    -------------------------------------
                                    Frank J. Olsen, Jr.
                                    President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 4, 1999.

SIGNATURE                                         TITLE
---------                                         ------

/s/ Frank J. Olsen, Jr.             President and Chief Executive Officer
--------------------------          (Principal Executive Officer)
Frank J. Olsen, Jr.

/s/ Philip Leibel                   Chief Financial Officer and
--------------------------          Vice President--Finance
Philip Leibel                       (Principal Financial Officer and Principal
                                    Accounting Officer)



                                       5
<PAGE>



/s/ Robert J. Simon                Chairman of the Board of Directors
--------------------------
Robert J. Simon

/s/ Edward Sullivan                Director
--------------------------
Edward Sullivan

/s/ Michael Bertuch                Director
--------------------------
Michael Bertuch

/s/ Michael Foster                 Director
--------------------------
Michael Foster

/s/ Thomas Schwarz                 Director
--------------------------
Thomas Schwarz

/s/ Harvey S. Share                Director
--------------------------
Harvey S. Share

/s/ Brian Kelly                    Director
--------------------------
Brian Kelly

/s/ James L. Rooney                Director
--------------------------
James L. Rooney

/s/ Michael S. Mathews             Director
--------------------------
Michael S. Mathews



                                       6
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER                               DESCRIPTION
-------                             -------------

3.1                       Second Amended and Restated Certificate of
                          Incorporation (incorporated by reference to Exhibit
                          3.1 to the Registrant's Current Report on Form 8-K
                          filed with the Commission on May 5, 1999, the text of
                          such amendment being set forth as Exhibit 3.3 to the
                          Registrant's Quarterly Report on Form 10-Q filed with
                          the Commission on May 14, 1999 and incorporated herein
                          by reference).

3.2                       Restated Bylaws, as amended (incorporated by reference
                          to an Exhibit to the Registrant's Quarterly Report on
                          Form 10-Q, as amended by written consent of the Board
                          of Directors, the text of such amended Restated Bylaws
                          being set forth as Exhibit 3.2 to the Company's
                          Current Report on Form 8-K filed with the Commission
                          on May 5, 1999 and incorporated herein by reference).

5.1                       Opinion of Hinckley, Allen & Snyder LLP

23.1                      Consent of KPMG LLP, Independent Accountants

23.2                      Consent of Hinckley, Allen & Snyder LLP (included in
                          Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18104}]
{"company-data": {"conformed-name": "FOILMARK INC", "cik": "0000914066", "assigned-sic": "3490", "irs-number": "113101034", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90283", "film-number": "99740823"}, "business-address": {"street1": "5 MALCOLM HOYT DRIVE", "city": "NEWBURYPORT", "state": "MA", "zip": "01950", "phone": "9784650618"}, "mail-address": {"street1": "4 MULLIKAN WAY", "city": "NEWBURYPORT", "state": "MA", "zip": "01950"}}
Registration Statement No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                           --------------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                           --------------------------

                                 FOILMARK, INC.
             (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                 11-3101034
     (State or other jurisdiction of         (IRS Employer Identification No.)
      incorporation or organization)

                   5 MALCOLM HOYT DRIVE, NEWBURYPORT, MA 01950
                          (Address, including zip code
                         of Principal Executive Offices)

              FOILMARK, INC. 1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
                            (Full Title of the Plan)

                               FRANK J. OLSEN, JR.
                                    PRESIDENT
                                 FOILMARK, INC.
                              5 MALCOLM HOYT DRIVE
                              NEWBURYPORT, MA 01950
                                 (978) 462-7300
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            STEPHEN J. CARLOTTI, ESQ.
                            HINCKLEY, ALLEN & SNYDER
                                1500 FLEET CENTER
                              PROVIDENCE, RI 02903
                                 (401) 274-2000

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

                                       1
CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ------------------- ---------------------- -------------------------
TITLE OF EACH CLASS                              PROPOSED            PROPOSED MAXIMUM       AMOUNT OF
OF SECURITIES TO BE       AMOUNT TO BE           MAXIMUM             AGGREGATE              REGISTRATION FEE
REGISTERED                REGISTERED(1)          OFFERING PRICE      OFFERING PRICE
                                                 PER SHARE (2)
------------------------- ---------------------- ------------------- ---------------------- -------------------------
------------------------- ---------------------- ------------------- ---------------------- -------------------------
Common
Stock, par
value $.01 per
share....                   150,000               $3.125               $468,750               $130.31
------------------------- ---------------------- ------------------- ---------------------- -------------------------
(1) Based on 150,000 shares of Common Stock issuable under the Foilmark, Inc.
1997 Non-Employee Directors Stock Plan (the "Plan").

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the exercise price of the
high and low prices reported on the Nasdaq National Market System as of November
1, 1999.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Foilmark with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference herein and shall be deemed to be a part hereof:

        (a)     Foilmark's latest Annual Report filed on Form 10-K for the
                fiscal year ended June 30, 1999 filed pursuant to Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
                Act");

        (b)     All other reports filed by Foilmark pursuant to Section 13(a) or
                15(d) of the Exchange Act since the end of the fiscal year
                covered by the Annual Report on Form 10-K set forth in (a)
                above; and

        (c)     The description of Common Stock included in Foilmark 's
                Registration Statement filed under Section 12 of the Exchange
                Act, including any amendment or report filed for the purpose 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 securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                       1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of Delaware (the "DGCL")
authorizes and empowers the Registrant to indemnify the directors, officers,
employees and agents of the Registrant against liabilities incurred in
connection with, and related expenses resulting from, any claim or suit brought
against any such person as a result of his relationship with the Registrant,
provided that such persons acted in accordance with a stated standard of conduct
in connection with the acts or events on which such claim, action or suit is
based. The finding of either civil or criminal liability on the part of such
persons in connection with such acts or events is not necessarily determinative
of the questions of whether such persons have met the required standard of
conduct and are, accordingly, entitled to be indemnified.

     Article Tenth of the Registrant's Second Amended and Restated Certificate
of Incorporation provides for limited liability and rights of indemnification of
directors and officers of the Registrant to the full extent permitted by the
DGCL. Article Tenth requires the Registrant to indemnify any person who was or
is a party to any threatened, pending or completed action, suit or proceeding,
by reason of the fact that he is or was a director, officer, employee or agent
of the Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlements
actually and reasonably incurred in connection with such actions. It also
authorizes the directors to contract in advance to indemnify such persons.

     In addition, Article X of the Registrant's Restated By-laws requires the
Registrant to indemnify to the full extent permitted by law any person who is or
was made, or threatened to be made, a party to an action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she or his or her testator or intestate is or was a director, officer
or employee of the Registrant or serves or served any other corporation or
enterprise at the request of the Registrant. Article X also authorizes the
Registrant to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Registrant (or who is or was
serving in such capacity at another corporation or enterprise at the request of
the Registrant) against any liability asserted against him or her and incurred
by him or her in any such capacity or arising out of his or her status as such,
whether or not the Registrant would have the power to indemnify him or her
against such liability under the provisions of its By-laws.

     In addition, pursuant to Indemnification Agreements by and between Foilmark
and certain of its officers and directors, Foilmark has agreed to indemnify such
officers and directors and hold them harmless from all claims related to his
service as an officer or director, to the fullest extent permitted by the DGCL.

                                       2
ITEM 8. EXHIBITS.

     EXHIBIT NO.                               DESCRIPTION
     ----------                                ------------

     3.1                                  Second Amended and Restated
                                          Certificate of Incorporation
                                          (incorporated by reference to Exhibit
                                          3.1 to the Registrant's Current Report
                                          on Form 8-K filed with the Commission
                                          on May 5, 1999, the text of such
                                          amendment being set forth as Exhibit
                                          3.3 to the Registrant's Quarterly
                                          Report on Form 10-Q filed with the
                                          Commission on May 14, 1999 and
                                          incorporated herein by reference).

     3.2                                  Restated Bylaws, as amended
                                          (incorporated by reference to an
                                          Exhibit to the Registrant's Quarterly
                                          Report on Form 10-Q, as amended by
                                          written consent of the Board of
                                          Directors, the text of such amended
                                          Restated Bylaws being set forth as
                                          Exhibit 3.2 to the Company's Current
                                          Report on Form 8-K filed with the
                                          Commission on May 5, 1999 and
                                          incorporated herein by reference).

     5                                    Opinion of Hinckley, Allen & Snyder
                                          LLP

     23.1                                 Consent of KPMG LLP, Independent
                                          Accountants

     23.2                                 Consent of Hinckley, Allen & Snyder
                                          LLP (included in Exhibit 5)

ITEM 9.  UNDERTAKINGS

        (a)     The undersigned Registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement 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;

               (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 thereof; and

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

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

                                       3
report pursuant to Section 13(a) or 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.

          (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 Commission such indemnification is against public
          policy as expressed in the Securities Act of 1933 and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act of 1933
          and will be governed by the final adjudication of such issue.

                                       4
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 the City of Boston, Commonwealth of Massachusetts, on November 4,
1999.

                                Foilmark, Inc.

                                By: /s/ Frank J. Olsen, Jr.
                                    -------------------------------------
                                    Frank J. Olsen, Jr.
                                    President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 4, 1999.

SIGNATURE                                         TITLE
---------                                         ------

/s/ Frank J. Olsen, Jr.             President and Chief Executive Officer
--------------------------          (Principal Executive Officer)
Frank J. Olsen, Jr.

/s/ Philip Leibel                   Chief Financial Officer and
--------------------------          Vice President--Finance
Philip Leibel                       (Principal Financial Officer and Principal
                                    Accounting Officer)

                                       5
/s/ Robert J. Simon                Chairman of the Board of Directors
--------------------------
Robert J. Simon

/s/ Edward Sullivan                Director
--------------------------
Edward Sullivan

/s/ Michael Bertuch                Director
--------------------------
Michael Bertuch

/s/ Michael Foster                 Director
--------------------------
Michael Foster

/s/ Thomas Schwarz                 Director
--------------------------
Thomas Schwarz

/s/ Harvey S. Share                Director
--------------------------
Harvey S. Share

/s/ Brian Kelly                    Director
--------------------------
Brian Kelly

/s/ James L. Rooney                Director
--------------------------
James L. Rooney

/s/ Michael S. Mathews             Director
--------------------------
Michael S. Mathews

                                       6
EXHIBIT INDEX

EXHIBIT
NUMBER                               DESCRIPTION
-------                             -------------

3.1                       Second Amended and Restated Certificate of
                          Incorporation (incorporated by reference to Exhibit
                          3.1 to the Registrant's Current Report on Form 8-K
                          filed with the Commission on May 5, 1999, the text of
                          such amendment being set forth as Exhibit 3.3 to the
                          Registrant's Quarterly Report on Form 10-Q filed with
                          the Commission on May 14, 1999 and incorporated herein
                          by reference).

3.2                       Restated Bylaws, as amended (incorporated by reference
                          to an Exhibit to the Registrant's Quarterly Report on
                          Form 10-Q, as amended by written consent of the Board
                          of Directors, the text of such amended Restated Bylaws
                          being set forth as Exhibit 3.2 to the Company's
                          Current Report on Form 8-K filed with the Commission
                          on May 5, 1999 and incorporated herein by reference).

5.1                       Opinion of Hinckley, Allen & Snyder LLP

23.1                      Consent of KPMG LLP, Independent Accountants

23.2                      Consent of Hinckley, Allen & Snyder LLP (included in
                          Exhibit 5)