<PAGE>
 
    As filed with the Securities and Exchange Commission on October 27, 1997.
                                                      Registration No. 333-
--------------------------------------------------------------------------------
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               GENSIA SICOR INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     Delaware                            33-0176647
          -------------------------------           -------------------
          (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)            Identification No.)

               9360 Towne Centre Drive
                San Diego, California                           92121
                ---------------------                    -------------------
      (Address of Principal Executive Offices)                (Zip Code)

             NONSTATUTORY STOCK OPTION AGREEMENT OF DONALD E. PANOZ
             ------------------------------------------------------
                            (Full title of the plan)
 
                                                         Copy to:
 
          DAVID F. HALE                            THOMAS E. SPARKS, JR.
President and Chief Executive Officer          Pillsbury Madison & Sutro LLP
        Gensia Sicor Inc.                              P.O. Box 7880
     9360 Towne Centre Drive                       San Francisco, CA 94120
   San Diego, California 92121                        (415) 983-1000
         (619) 546-8300                               --------------
   (Name, address and telephone
   number, including area code,
      of agent for service)

<TABLE> 
<CAPTION> 
 
                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                         Proposed             Proposed           
                                                          Maximum             Maximum         
Title of Securities To Be           Amount To Be       Offering Price     Aggregate Offering         Amount of   
      Registered                   Registered (1)      per Share (2)          Price (2)          Registration Fee 
-----------------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                <C>                    <C> 
Common Stock, $.01 par             500,000 shares           $5.97             $2,985,000               $905
 value, including related        
 Series I Participating          
 Preferred Stock Purchase        
 Rights                          
-----------------------------------------------------------------------------------------------------------------
</TABLE> 
(1) Calculated pursuant to General Instruction E to Form S-8.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457, upon the average of the high and low prices as
    reported on the Nasdaq National Market on October 24, 1997.

                               _________________

   The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.

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

                               Page 1 of 10 Pages
                        Exhibit Index Appears on Page 7.
<PAGE>
 
                                   PART I
                                   ------

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
            ----------------------------------------------------


Item 1.  Plan Information.*
------   ----------------  

Item 2.  Registrant Information and Employee Plan Annual Information.*
------   -----------------------------------------------------------  

* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from this Registration Statement in accordance with Rule 428 under
  the Securities act of 1933 and the Note to Part I of Form S-8.


                                  PART II
                                  -------

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
             --------------------------------------------------

Item 3.  Incorporation of Certain Documents by Reference.
------   ----------------------------------------------- 

     The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

     (1)   Annual Report on Form 10-K (File No. 0-18549), as amended by Form
10-K/A, for the fiscal year ended December 31, 1996;

     (2)   Registrant's Quarterly Report on form 10-Q (File No. 0-18549) for the
quarter ended March 31, 1997 and a Quarterly Report on Form 10-Q, as amended
by Form 10-Q/A, for the quarter ended June 30, 1997;

     (3)   Registrant's Current Report on Form 8-K (File No. 0-18549) dated 
February 28, 1997;

     (4)   The financial statements of Rakepoll Holding and pro forma
financial information of the Registrant, included in Registrant's Definitive
Proxy Statement, dated January 15, 1997, at pages 73 to 78 and pages F-1 to 
F-23;

     (5)   The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A (File No. 0-18549); and

     (6)   The description of the Preferred Stock Purchase Rights for Series I
Participating Preferred Stock, par value $.01 per share of the Registrant
contained in its Registration Statement on Form 8-A (File No. 0-18549).

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

Item 4.  Description of Securities.
------   ------------------------- 

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------   -------------------------------------- 

     The consolidated financial statements of Registrant appearing in the
Registrant's Annual Report (Form 10-K/A) for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their opinion thereon included therein and incorporated herein by reference.
Additionally, the financial statements of Rakepoll Holding appearing in the
Registrant's Current Report on Form 8-K/A dated February 28, 1997 have been

                                      -2-
<PAGE>
 
have been audited by KPMG Accountants N.V., as set forth in their report
included therein and incorporated herein by reference. Such financial statements
are incorporated herein by reference in reliance upon such reports given upon
the authority of such firms as experts in accounting and auditing.

      A member of Pillsbury Madison & Sutro LLP participating in the
consideration of legal matters relating to the Registrant's Common Stock owns
30,000 shares of the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.
------   ----------------------------------------- 

      Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article IX of the Registrant's
Restated Certificate of Incorporation (Exhibit 3(i) to the Registrant's Current
Report on Form 8-K dated February 28, 1997) provide for indemnification of the
Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law. The
Registrant has also entered into agreements with its directors and officers that
will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law.

Item 7.  Exemption from Registration Claimed.
------   ----------------------------------- 

      Not applicable.

Item 8.  Exhibits.
------   -------- 

      See Index to Exhibits.

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:

           (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 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 by the Registrant
      pursuant to section 13 or section 15(d) of the Securities Exchange Act of
      1934 that are incorporated by reference 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 securi-

                                      -3-
<PAGE>
 
    ties 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 undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or 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 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 Act
and will be governed by the final adjudication of such issue.

                                      -4-
<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 San Diego, State of California, on
  October 24, 1997.

                                 GENSIA SICOR INC.



                                    By         /s/ David F. Hale
                                      --------------------------------------
                                                  David F. Hale
                                       President and Chief Executive Officer


                               POWER OF ATTORNEY
                               -----------------

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David F. Hale and John W. Sayward, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or 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 by the following persons in the
capacities and on the date indicated:

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

 /s/ David F. Hale       President and Chief Executive          October 24, 1997
--------------------      Officer and Director (Principal    
   David F. Hale          Executive Officer)                 
                                                             
 /s/ John W. Sayward     Vice President, Finance, Chief         October 24, 1997
---------------------      Financial Officer and Treasurer       
   John W. Sayward         (Principal Financial Officer and    
                           Principal Accounting Officer)        
                                                             
 /s/ Donald E. Panoz     Chairman of the Board                  October 24, 1997
---------------------     of Directors                       
   Donald E. Panoz                                            
 
                                      -5-
<PAGE>
 
     Signature                        Title                           Date
     -----------                      -----                           ----

 /s/ James C. Blair, Ph.D.    
---------------------------      Director                       October 24, 1997
   James C. Blair, Ph.D.                 
                                         
                                         
 /s/ Michael D. Cannon                   
-----------------------          Director                       October 24, 1997
   Michael D. Cannon                     
                                         
                                         
 /s/ Herbert J. Conrad                   
-----------------------          Director                       October 24, 1997
   Herbert J. Conrad                     
                                         
                                         
 /s/ Carlos A. Ferrer                    
----------------------           Director                       October 24, 1997
   Carlos A. Ferrer                      
                                         
                                         
 /s/ Carlo Salvi                         
----------------------           Director                       October 24, 1997
   Carlo Salvi                           
                                         
                                         
 /s/ Patrick D. Walsh                    
----------------------           Director                       October 24, 1997
   Patrick D. Walsh


 /s/ L. John Wilkerson, Ph.D.   
------------------------------   Director                       October 24, 1997
   L. John Wilkerson, Ph.D.

                                      -6-
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------


  Exhibit
  Number    Exhibit
  ------    -------


  5.1       Opinion of Pillsbury Madison & Sutro LLP regarding legality of
            securities to be offered.

  23.1      Consent of Ernst & Young LLP, Independent Auditors.

  23.2      Consent of KPMG Accountants N.V.

  23.3      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

  24.1      Power of Attorney (see page 5).

                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18203}]
{"company-data": {"conformed-name": "GENSIA SICOR INC", "cik": "0000807873", "assigned-sic": "2834", "irs-number": "330176647", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38813", "film-number": "97701358"}, "business-address": {"street1": "9360 TOWNE CENTRE DR", "city": "SAN DIEGO", "state": "CA", "zip": "92121-3030", "phone": "6195468300"}, "mail-address": {"street1": "9360 TOWNE CENTRE DR", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": [{"former-conformed-name": "GENSIA INC", "date-changed": "19930701"}, {"former-conformed-name": "GENSIA PHARMACEUTICAL INC", "date-changed": "19930701"}]}
As filed with the Securities and Exchange Commission on October 27, 1997.
                                                      Registration No. 333-
--------------------------------------------------------------------------------
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               GENSIA SICOR INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     Delaware                            33-0176647
          -------------------------------           -------------------
          (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)            Identification No.)

               9360 Towne Centre Drive
                San Diego, California                           92121
                ---------------------                    -------------------
      (Address of Principal Executive Offices)                (Zip Code)

             NONSTATUTORY STOCK OPTION AGREEMENT OF DONALD E. PANOZ
             ------------------------------------------------------
                            (Full title of the plan)
 
                                                         Copy to:
 
          DAVID F. HALE                            THOMAS E. SPARKS, JR.
President and Chief Executive Officer          Pillsbury Madison & Sutro LLP
        Gensia Sicor Inc.                              P.O. Box 7880
     9360 Towne Centre Drive                       San Francisco, CA 94120
   San Diego, California 92121                        (415) 983-1000
         (619) 546-8300                               --------------
   (Name, address and telephone
   number, including area code,
      of agent for service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                         Proposed             Proposed           
                                                          Maximum             Maximum         
Title of Securities To Be           Amount To Be       Offering Price     Aggregate Offering         Amount of   
      Registered                   Registered (1)      per Share (2)          Price (2)          Registration Fee 
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par             500,000 shares           $5.97             $2,985,000               $905
 value, including related        
 Series I Participating          
 Preferred Stock Purchase        
 Rights                          
-----------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to General Instruction E to Form S-8.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457, upon the average of the high and low prices as
    reported on the Nasdaq National Market on October 24, 1997.

                               _________________

   The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.

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

                               Page 1 of 10 Pages
                        Exhibit Index Appears on Page 7.
PART I
                                   ------

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
            ----------------------------------------------------

Item 1.  Plan Information.*
------   ----------------  

Item 2.  Registrant Information and Employee Plan Annual Information.*
------   -----------------------------------------------------------  

* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from this Registration Statement in accordance with Rule 428 under
  the Securities act of 1933 and the Note to Part I of Form S-8.

                                  PART II
                                  -------

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
             --------------------------------------------------

Item 3.  Incorporation of Certain Documents by Reference.
------   ----------------------------------------------- 

     The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

     (1)   Annual Report on Form 10-K (File No. 0-18549), as amended by Form
10-K/A, for the fiscal year ended December 31, 1996;

     (2)   Registrant's Quarterly Report on form 10-Q (File No. 0-18549) for the
quarter ended March 31, 1997 and a Quarterly Report on Form 10-Q, as amended
by Form 10-Q/A, for the quarter ended June 30, 1997;

     (3)   Registrant's Current Report on Form 8-K (File No. 0-18549) dated 
February 28, 1997;

     (4)   The financial statements of Rakepoll Holding and pro forma
financial information of the Registrant, included in Registrant's Definitive
Proxy Statement, dated January 15, 1997, at pages 73 to 78 and pages F-1 to 
F-23;

     (5)   The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A (File No. 0-18549); and

     (6)   The description of the Preferred Stock Purchase Rights for Series I
Participating Preferred Stock, par value $.01 per share of the Registrant
contained in its Registration Statement on Form 8-A (File No. 0-18549).

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

Item 4.  Description of Securities.
------   ------------------------- 

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------   -------------------------------------- 

     The consolidated financial statements of Registrant appearing in the
Registrant's Annual Report (Form 10-K/A) for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their opinion thereon included therein and incorporated herein by reference.
Additionally, the financial statements of Rakepoll Holding appearing in the
Registrant's Current Report on Form 8-K/A dated February 28, 1997 have been

                                      -2-
have been audited by KPMG Accountants N.V., as set forth in their report
included therein and incorporated herein by reference. Such financial statements
are incorporated herein by reference in reliance upon such reports given upon
the authority of such firms as experts in accounting and auditing.

      A member of Pillsbury Madison & Sutro LLP participating in the
consideration of legal matters relating to the Registrant's Common Stock owns
30,000 shares of the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.
------   ----------------------------------------- 

      Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article IX of the Registrant's
Restated Certificate of Incorporation (Exhibit 3(i) to the Registrant's Current
Report on Form 8-K dated February 28, 1997) provide for indemnification of the
Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the Delaware General Corporation Law. The
Registrant has also entered into agreements with its directors and officers that
will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as
directors or officers to the fullest extent not prohibited by law.

Item 7.  Exemption from Registration Claimed.
------   ----------------------------------- 

      Not applicable.

Item 8.  Exhibits.
------   -------- 

      See Index to Exhibits.

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:

           (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 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 by the Registrant
      pursuant to section 13 or section 15(d) of the Securities Exchange Act of
      1934 that are incorporated by reference 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 securi-

                                      -3-
ties 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 undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or 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 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 Act
and will be governed by the final adjudication of such issue.

                                      -4-
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 San Diego, State of California, on
  October 24, 1997.

                                 GENSIA SICOR INC.

                                    By         /s/ David F. Hale
                                      --------------------------------------
                                                  David F. Hale
                                       President and Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David F. Hale and John W. Sayward, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or 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 by the following persons in the
capacities and on the date indicated:

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

 /s/ David F. Hale       President and Chief Executive          October 24, 1997
--------------------      Officer and Director (Principal    
   David F. Hale          Executive Officer)                 
                                                             
 /s/ John W. Sayward     Vice President, Finance, Chief         October 24, 1997
---------------------      Financial Officer and Treasurer       
   John W. Sayward         (Principal Financial Officer and    
                           Principal Accounting Officer)        
                                                             
 /s/ Donald E. Panoz     Chairman of the Board                  October 24, 1997
---------------------     of Directors                       
   Donald E. Panoz                                            
 
                                      -5-
Signature                        Title                           Date
     -----------                      -----                           ----

 /s/ James C. Blair, Ph.D.    
---------------------------      Director                       October 24, 1997
   James C. Blair, Ph.D.                 
                                         
                                         
 /s/ Michael D. Cannon                   
-----------------------          Director                       October 24, 1997
   Michael D. Cannon                     
                                         
                                         
 /s/ Herbert J. Conrad                   
-----------------------          Director                       October 24, 1997
   Herbert J. Conrad                     
                                         
                                         
 /s/ Carlos A. Ferrer                    
----------------------           Director                       October 24, 1997
   Carlos A. Ferrer                      
                                         
                                         
 /s/ Carlo Salvi                         
----------------------           Director                       October 24, 1997
   Carlo Salvi                           
                                         
                                         
 /s/ Patrick D. Walsh                    
----------------------           Director                       October 24, 1997
   Patrick D. Walsh

 /s/ L. John Wilkerson, Ph.D.   
------------------------------   Director                       October 24, 1997
   L. John Wilkerson, Ph.D.

                                      -6-
INDEX TO EXHIBITS
                               -----------------

  Exhibit
  Number    Exhibit
  ------    -------

  5.1       Opinion of Pillsbury Madison & Sutro LLP regarding legality of
            securities to be offered.

  23.1      Consent of Ernst & Young LLP, Independent Auditors.

  23.2      Consent of KPMG Accountants N.V.

  23.3      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

  24.1      Power of Attorney (see page 5).

                                      -7-