<PAGE>

   As filed with the Securities and Exchange Commission on April 3, 2001

                                                     Registration No.__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               SILVER DINER, INC.
             (Exact name of registrant as specified in its charter)
        DELAWARE                                             04-3234411
  (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                              11806 ROCKVILLE PIKE
                           ROCKVILLE, MARYLAND 20852
                                 (301)770-0333
          (Address of Principal Executive Offices, Including Zip Code)
   SILVER DINER,  INC. ASSOCIATE OWNERSHIP AND PROFIT SHARING PLAN-YEAR 2001
                            (Full Title of the Plan)

                                ROBERT T. GIAIMO
                                   PRESIDENT
                              11806 ROCKVILLE PIKE
                           ROCKVILLE, MARYLAND 20852
                    (Name and Address of Agent for Service)
                                 (301) 770-0333
         (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                           ARNOLD R. WESTERMAN, ESQ.
                     ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
                         1050 CONNECTICUT AVENUE, N.W.
                  WASHINGTON, DISTRICT OF COLUMBIA 20036-5339
                  ===========================================
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------
                                   Proposed
Maximum                                          Proposed
                         Amount    Offering      Maximum       Amount of
Title of Securities      to be       Price      Aggregate     Registration
to be Registered       Registered  Per Share  Offering Price      Fee
--------------------------------------------------------------------------
<S>                    <C>         <C>        <C>             <C>

Common Stock              100,000   $0.77      $77,000         $19.25
$0.00074 par value
</TABLE>

(1)  Pursuant to Rule 457(h)(1),  based on the average of the high and low
prices of the Common Stock reported in the NASDAQ  National  Market on March 29,
2001, which is within five business days prior to the date of filing.
<PAGE>

   The purpose of this Form S-8 Registration Statement is to register 100,000
shares of Registrant's Common Stock, $0.00074 par value (the "Shares"), for
issuance under Registrant's Associate Ownership and Profit Sharing Plan-Year
2001.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   Plan Information*

ITEM 2.   Registrant Information and Employee Plan Annual Information*
          *Registrant (formerly known as Food Trends Acquisition Corporation)
          agrees to furnish the information required by Part I, Items 1 and 2 to
          each participant as specified by Rule 428(b)(1). Such documents shall
          not be deemed to be filed with the Commission either as part of this
          registration statement or as prospectuses or prospectus supplements
          pursuant to Rule 424. These documents and the documents incorporated
          by reference in the registration statement pursuant to Item 3 of Part
          II of this form, taken together, constitute a prospectus that meets
          the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

     1.    The Registrant's Annual Report on Form 10-K (File No. 000-24982) for
           the year ended December 31, 2000, filed on April 2, 2001.

     2.    The Registrant's Form 8-A Registration Statement (File No.
           000-24982) filed pursuant to Section 12 of the Securities Exchange
           Act, containing a description of the Registrant's common stock
           ("Shares"), including any amendment or report filed for the purpose
           of updating such description.

     3.    The Registrant's Form 14-A (File No. 000-24982) Proxy Statement
           filed on May 18, 2000.

     4.    All other reports filed pursuant to Section 13(a) or 15(d) of the
           Securities Exchange Act of 1934 (the "Exchange Act") since the end of
           the fiscal year ended December 31, 2000.

     In addition, 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 by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.


                                       2

<PAGE>

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

   Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

   Article Eighth of the Registrant's Certificate of Incorporation, as amended,
provides for the elimination of personal liability of a director for breach of
fiduciary duty as permitted by Section 102(b)(7) of the Delaware General
Corporation Law, and Article Eighth also provides that the Registrant may
indemnify its directors and officers to the full extent permitted by the
Delaware General Corporation Law.

   The Registrant has in effect a directors and officers liability insurance
policy under which the directors and officers of the Registrant are insured
against loss arising from claims made against them due to wrongful acts while
acting in their individual and collective capacities as directors and officers,
subject to certain exclusions.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.

ITEM 8.   EXHIBITS

   See Exhibit Index on page 6.

ITEM 9.   UNDERTAKINGS

   (a)   The Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being  made
of the securities registered hereby, a post-effective amendment to this
Registration Statement;


                                       3
<PAGE>

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

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of 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 this Registration Statement;

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

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above 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 Exchange Act
that are incorporated by reference in this Registration Statement.

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

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

   (b)    The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       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 on form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on the 3rd day of
April, 2001.

                                     SILVER DINER, INC.



                                    By:  /s/ Robert T. Giaimo
                                        --------------------------------------
                                          Robert T. Giaimo
                                          President and Chief Executive Officer


                                       5
<PAGE>

                               POWER OF ATTORNEY


   KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Robert T. Giaimo and Craig Kendall, and each of them
his true and lawful attorney-in-fact and agent with 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 on Form S-8, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorney-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 to comply with the provisions of the
Securities Act and all requirements of the Commission, hereby ratifying and
confirming all that said attorney-in-fact or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signatures                        Title                 Date
----------------------  --------------------------  -------------
<S>                     <C>                         <C>

/s/ Robert T. Giaimo    President, Chief Executive  April 3, 2001
---------------------   Officer and Director
 Robert T. Giaimo

/s/ Craig Kendall       Vice President-Finance/     April 3, 2001
---------------------   Principal Financial Officer
 Craig Kendall

/s/ Catherine Britton   Director                     April 3, 2001
---------------------
 Catherine Britton

/s/ Ype Von Hengst      Director                     April 3, 2001
---------------------
 Ype Von Hengst

/s/ Edward Kaplan       Director                     April 3, 2001
---------------------
 Edward Kaplan

/s/ Louis P. Neeb       Director                     April 3, 2001
---------------------
 Louis P. Neeb

/s/ Charles Steiner      Director                    April 3, 2001
---------------------
 Charles Steiner

/s/ Michael Collier      Director                    April 3, 2001
---------------------
 Michael Collier

</TABLE>


                                       6
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>


Exhibits                                                                           Page
---------------------------------------------------------------------------------  ----
<S>         <C>                                                                    <C>

5.          Opinion of Arent Fox Kintner Plotkin & Kahn re
             Validity of Securities Registered.....................................   8

10.         Associate Ownership and Profit Sharing Plan -- Year 2001...............   9
23.         Consents of Experts and Counsel:

     (a)    Consent of Reznick Fedder & Silverman  (Certified Public Accountants)..  10
     (b)    Consent of Arent Fox Kintner Plotkin & Kahn (counsel):
             included in Exhibit 5.................................................   8

24.         Power of Attorney:  included on signature page.........................   6

</TABLE>


                                       7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16222}]
{"company-data": {"conformed-name": "SILVER DINER INC /DE/", "cik": "0000923134", "assigned-sic": "5812", "irs-number": "043234411", "state-of-incorporation": "DE", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58220", "film-number": "1594683"}, "business-address": {"street1": "11806 ROCKVILLE PIKE", "city": "ROCKVILLE", "state": "MD", "zip": "20852", "phone": "6176304400"}, "mail-address": {"street1": "11806 ROCKVILLE PIKE", "city": "ROCKVILLE", "state": "MD", "zip": "20852"}, "former-company": [{"former-conformed-name": "SILVER DINER DEVELOPMENT INC  /MD/", "date-changed": "19960509"}, {"former-conformed-name": "FOOD TRENDS ACQUISITION CORP", "date-changed": "19941114"}]}
As filed with the Securities and Exchange Commission on April 3, 2001

                                                     Registration No.__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               SILVER DINER, INC.
             (Exact name of registrant as specified in its charter)
        DELAWARE                                             04-3234411
  (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                              11806 ROCKVILLE PIKE
                           ROCKVILLE, MARYLAND 20852
                                 (301)770-0333
          (Address of Principal Executive Offices, Including Zip Code)
   SILVER DINER,  INC. ASSOCIATE OWNERSHIP AND PROFIT SHARING PLAN-YEAR 2001
                            (Full Title of the Plan)

                                ROBERT T. GIAIMO
                                   PRESIDENT
                              11806 ROCKVILLE PIKE
                           ROCKVILLE, MARYLAND 20852
                    (Name and Address of Agent for Service)
                                 (301) 770-0333
         (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                           ARNOLD R. WESTERMAN, ESQ.
                     ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
                         1050 CONNECTICUT AVENUE, N.W.
                  WASHINGTON, DISTRICT OF COLUMBIA 20036-5339
                  ===========================================
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                                   Proposed
Maximum                                          Proposed
                         Amount    Offering      Maximum       Amount of
Title of Securities      to be       Price      Aggregate     Registration
to be Registered       Registered  Per Share  Offering Price      Fee
--------------------------------------------------------------------------
Common Stock              100,000   $0.77      $77,000         $19.25
$0.00074 par value
(1)  Pursuant to Rule 457(h)(1),  based on the average of the high and low
prices of the Common Stock reported in the NASDAQ  National  Market on March 29,
2001, which is within five business days prior to the date of filing.
The purpose of this Form S-8 Registration Statement is to register 100,000
shares of Registrant's Common Stock, $0.00074 par value (the "Shares"), for
issuance under Registrant's Associate Ownership and Profit Sharing Plan-Year
2001.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   Plan Information*

ITEM 2.   Registrant Information and Employee Plan Annual Information*
          *Registrant (formerly known as Food Trends Acquisition Corporation)
          agrees to furnish the information required by Part I, Items 1 and 2 to
          each participant as specified by Rule 428(b)(1). Such documents shall
          not be deemed to be filed with the Commission either as part of this
          registration statement or as prospectuses or prospectus supplements
          pursuant to Rule 424. These documents and the documents incorporated
          by reference in the registration statement pursuant to Item 3 of Part
          II of this form, taken together, constitute a prospectus that meets
          the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

     1.    The Registrant's Annual Report on Form 10-K (File No. 000-24982) for
           the year ended December 31, 2000, filed on April 2, 2001.

     2.    The Registrant's Form 8-A Registration Statement (File No.
           000-24982) filed pursuant to Section 12 of the Securities Exchange
           Act, containing a description of the Registrant's common stock
           ("Shares"), including any amendment or report filed for the purpose
           of updating such description.

     3.    The Registrant's Form 14-A (File No. 000-24982) Proxy Statement
           filed on May 18, 2000.

     4.    All other reports filed pursuant to Section 13(a) or 15(d) of the
           Securities Exchange Act of 1934 (the "Exchange Act") since the end of
           the fiscal year ended December 31, 2000.

     In addition, 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 by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

                                       2
ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

   Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

   Article Eighth of the Registrant's Certificate of Incorporation, as amended,
provides for the elimination of personal liability of a director for breach of
fiduciary duty as permitted by Section 102(b)(7) of the Delaware General
Corporation Law, and Article Eighth also provides that the Registrant may
indemnify its directors and officers to the full extent permitted by the
Delaware General Corporation Law.

   The Registrant has in effect a directors and officers liability insurance
policy under which the directors and officers of the Registrant are insured
against loss arising from claims made against them due to wrongful acts while
acting in their individual and collective capacities as directors and officers,
subject to certain exclusions.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.

ITEM 8.   EXHIBITS

   See Exhibit Index on page 6.

ITEM 9.   UNDERTAKINGS

   (a)   The Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being  made
of the securities registered hereby, a post-effective amendment to this
Registration Statement;

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

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of 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 this Registration Statement;

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

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above 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 Exchange Act
that are incorporated by reference in this Registration Statement.

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

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

   (b)    The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       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 on form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on the 3rd day of
April, 2001.

                                     SILVER DINER, INC.

                                    By:  /s/ Robert T. Giaimo
                                        --------------------------------------
                                          Robert T. Giaimo
                                          President and Chief Executive Officer

                                       5
POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Robert T. Giaimo and Craig Kendall, and each of them
his true and lawful attorney-in-fact and agent with 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 on Form S-8, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorney-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 to comply with the provisions of the
Securities Act and all requirements of the Commission, hereby ratifying and
confirming all that said attorney-in-fact or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
Signatures                        Title                 Date
----------------------  --------------------------  -------------
/s/ Robert T. Giaimo    President, Chief Executive  April 3, 2001
---------------------   Officer and Director
 Robert T. Giaimo

/s/ Craig Kendall       Vice President-Finance/     April 3, 2001
---------------------   Principal Financial Officer
 Craig Kendall

/s/ Catherine Britton   Director                     April 3, 2001
---------------------
 Catherine Britton

/s/ Ype Von Hengst      Director                     April 3, 2001
---------------------
 Ype Von Hengst

/s/ Edward Kaplan       Director                     April 3, 2001
---------------------
 Edward Kaplan

/s/ Louis P. Neeb       Director                     April 3, 2001
---------------------
 Louis P. Neeb

/s/ Charles Steiner      Director                    April 3, 2001
---------------------
 Charles Steiner

/s/ Michael Collier      Director                    April 3, 2001
---------------------
 Michael Collier
6
EXHIBIT INDEX
Exhibits                                                                           Page
---------------------------------------------------------------------------------  ----
5.          Opinion of Arent Fox Kintner Plotkin & Kahn re
             Validity of Securities Registered.....................................   8

10.         Associate Ownership and Profit Sharing Plan -- Year 2001...............   9
23.         Consents of Experts and Counsel:

     (a)    Consent of Reznick Fedder & Silverman  (Certified Public Accountants)..  10
     (b)    Consent of Arent Fox Kintner Plotkin & Kahn (counsel):
             included in Exhibit 5.................................................   8

24.         Power of Attorney:  included on signature page.........................   6
7