<Page>

    As filed with the Securities and Exchange Commission on October 15, 2001

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                                  TEKGRAF, INC.
             (Exact name of registrant as specified in its charter)

           Georgia                                                58-2033795
 (State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                           980 Corporate Woods Parkway
                          Vernon Hills, Illinois 60061
                            Telephone: (847) 913-5888
     (Address, including zip code, telephone number, including area code, of
                   registrant's principal executive offices)

                                  TEKGRAF, INC.
                             1997 STOCK OPTION PLAN
                (As Amended and Restated Effective June 29, 2001)
                            (Full title of the plan)

                               William M. Rychell
                             Chief Executive Officer
                           980 Corporate Woods Parkway
                          Vernon Hills, Illinois 60061
                            Telephone: (847) 913-5888
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                             Stephen A. Tsoris, Esq.
                            Gardner, Carton & Douglas
                       321 North Clark Street, Suite 3400
                             Chicago, Illinois 60610

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
------------------------------------------ ------------------- -------------------- --------------------- -------------------
                                                                Proposed Maximum      Proposed Maximum
           Title of Securities                Amount to be     Offering Price Per    Aggregate Offering        Amount of
            to be Registered                 Registered(1)           Share                  Price           Registration Fee
            ----------------                 -------------     -------------------  -------------------    ----------------
<S>                                          <C>               <C>                  <C>                    <C>
Class A Common Stock
(par value $0.001 per share)
    -Reserved and not subject to awards
     outstanding under the Plan                   285,163           $0.895(3)                $255,221              $63.81
    -Issuable pursuant to awards
     outstanding under the plan                   364,837            $0.52(4)                $189,716              $47.43
                                                 --------                                  ----------         -----------
         Total                                    650,000(2)                                 $444,937            $111.24
                                                  =======                                  ==========         ==========
------------------------------------------ ------------------- -------------------- --------------------- -------------------
</Table>

<Page>

(1)  Together with an indeterminable number of additional shares in order to
     adjust the number of shares reserved for issuance pursuant to the Plan as
     the result of a stock split, stock dividend or similar transaction
     affecting the common stock, pursuant to 17 C.F.R. Section 230.416.

(2)  Amount represents the number of shares issuable pursuant to the Plan in
     addition to the 600,000 registered on Registration Statement No. 333-32578.

(3)  Estimated in accordance with Rule 457(c) and (h)(1) solely for the purpose
     of calculating the registration fee based on the average of the high and
     low prices reported on the Nasdaq SmallCap Market on October 9, 2001.

(4)  Estimated in accordance with Rule 457(h)(1) solely for the purpose of
     calculating the registration fee based on the weighted averaged exercise
     price per share.


         INCORPORATION BY REFERENCE OF EARLIER REGISTRATION ON FORM S-8

         We have previously filed a registration statement with the Securities
and Exchange Commission on Form S-8 (Registration Statement No. 333-32578)
relating to our 1997 Employee Stock Option Plan. This Registration Statement
registers additional shares for offering pursuant to such Plan, as amended and
restated effective June 29, 2001. Subject to the final paragraph of Item 3 of
Part II of this Registration Statement and except as modified or superseded
herein, the contents of the previously filed registration statement are
incorporated into this Registration Statement by reference.

<Page>

                                  TEKGRAF, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, listed below and previously filed by us with
the Securities and Exchange Commission, are incorporated in this Registration
Statement by reference:

         1.   Annual Report on Form 10-K for the fiscal year ended
              December 31, 2000;

         2.   Quarterly Reports on Form 10-Q for the quarters ended March 31 and
              June 30, 2001;

         3.   The description of our Class A Common Stock contained in our
              Registration Statement on Form S-1 filed with the Securities and
              Exchange Commission August 12, 1997, including any amendment or
              report filed for the purpose of updating such description (File
              No. 333-33449).

         In addition, each document filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date hereof and prior to the filing of a post-effective amendment that
indicates that all securities offered hereunder have been sold or that
deregisters all securities then remaining unsold under this Registration
Statement, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated herein by reference shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated herein by
reference 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 hereof.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Georgia Business Corporation Code (the "GBCC") provides that a
Georgia corporation may indemnify a director if he or she acted in good faith
and reasonably believed that his or her actions were in the corporation's best
interests. The GBCC also allows a corporation to advance expenses upon receiving
written confirmation that the relevant standard of conduct (good faith and
reasonable relief) has been met. Under the GBCC, a corporation may purchase and
maintain liability insurance for its directors and officers.

         We have entered into indemnification agreements with our directors and
executive officers. In each indemnification agreement, we agree to indemnify the
person named as indemnitee for expenses, including reasonable attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by that person in connection with certain civil or criminal
actions or administrative proceedings arising out of that person's performance
of his or her duties as a director or officer. The indemnification will not
cover a lawsuit brought by the director or officer. The indemnification will be
available only if the person named as indemnitee acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, our best
interests. Further, in connection with a criminal matter, the indemnification
will be available only if that person had no reasonable cause to believe his or
her conduct was unlawful. The indemnification agreements also require us to
indemnify that person to the fullest extent permitted by applicable law. Each
indemnification agreement permits the indemnitee to bring a lawsuit under that
indemnification agreement, and to recover the expenses of such a lawsuit if it
is successful.

         Our bylaws provide that we must indemnify our directors, officers,
employees or agents to the full extent permitted by the laws of Georgia. We have
the right to purchase and maintain insurance on behalf of any of these persons
whether or not we have the power to indemnify that person against the liability.
We have purchased a

                                    II-1
<Page>

standard policy of directors' and officers' liability insurance covering our
directors and officers with respect to liabilities incurred as a result of his
or her service in those positions.

ITEM 8.  INDEX TO 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 information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act 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.

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

         (b) The Registrant hereby undertakes that, for purposes of determining
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 Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
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 provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the 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 section, 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
                                   II-2
<Page>

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.

                                   II-3
<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 duly authorized
undersigned, in the City of Vernon Hills, State of Illinois, on this 12th day of
October 2001.

                                   TEKGRAF, INC.

                                   By:  /S/ WILLIAM M. RYCHELL
                                        ---------------------------------------
                                            William M. Rychell
                                         CHIEF EXECUTIVE OFFICER


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints William M. Rychell and Thomas M. Mason, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf to sign, execute and
file any amendments (including, without limitation, post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and any documents required to be filed with respect therewith, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 12th day of October 2001.

           SIGNATURES                                          TITLE
           ----------                                          -----

/S/ WILLIAM M. RYCHELL
---------------------------------     Chief Executive Officer
William M. Rychell                    (Principal Executive Officer) and Director


/S/ THOMAS M. MASON                   Vice President of Finance and Chief
---------------------------------     Financial Officer (Principal Financial and
Thomas M. Mason                       Accounting Officer) and Director


/S/ STEVEN J. CARNEVALE               Director
---------------------------------
Steven J. Carnevale


/S/ FRANK X. DALTON, JR.              Director
---------------------------------
Frank X. Dalton, Jr.


/S/ ALBERT E. SISTO                   Director
---------------------------------
Albert E. Sisto

                                    S-1
<Page>

                                INDEX TO EXHIBITS

<Table>
<Caption>

EXHIBIT NUMBER             DESCRIPTION OF DOCUMENT
--------------             -----------------------
<S>                        <C>
      4.1                  Amended and Restated Stock Option Plan (filed as Exhibit 10.1 to the Registrant's
                           Quarterly Report on Form 10-Q filed on August 14, 2001 and incorporated herein by
                           reference)

      4.2                  Restated Articles of Incorporation (filed as Exhibit
                           3.1 to the Registrant's Quarterly Report on Form 10-Q
                           filed on August 14, 2000 and incorporated herein by
                           reference)

      4.3                  Bylaws (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
                           filed on May 12, 2000 and incorporated herein by reference)

      5.1                  Opinion of Gardner, Carton & Douglas regarding legality of securities

      23.1                 Consent of Grant Thornton LLP

      23.2                 Consent of PricewaterhouseCoopers LLP

      23.3                 Consent of Gardner, Carton & Douglas (included in exhibit 5.1)

      24.1                 Powers of Attorney (included on signature page)

                                      E-1
</Table>
[{"type": "S-8", "sequence": "1", "filename": "a2061016zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17828}]
{"company-data": {"conformed-name": "TEKGRAF INC", "cik": "0001044167", "assigned-sic": "5045", "irs-number": "582033795", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71586", "film-number": "1759120"}, "business-address": {"street1": "980 CORPORATE WOODS PARKWAY", "city": "VERNON HILLS", "state": "IL", "zip": "60061", "phone": "4042520201"}, "mail-address": {"street1": "980 CORPORATE WOODS PARKWAY", "city": "VERNON HILLS", "state": "IL", "zip": "60061"}}
As filed with the Securities and Exchange Commission on October 15, 2001

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                                  TEKGRAF, INC.
             (Exact name of registrant as specified in its charter)

           Georgia                                                58-2033795
 (State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                           980 Corporate Woods Parkway
                          Vernon Hills, Illinois 60061
                            Telephone: (847) 913-5888
     (Address, including zip code, telephone number, including area code, of
                   registrant's principal executive offices)

                                  TEKGRAF, INC.
                             1997 STOCK OPTION PLAN
                (As Amended and Restated Effective June 29, 2001)
                            (Full title of the plan)

                               William M. Rychell
                             Chief Executive Officer
                           980 Corporate Woods Parkway
                          Vernon Hills, Illinois 60061
                            Telephone: (847) 913-5888
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                             Stephen A. Tsoris, Esq.
                            Gardner, Carton & Douglas
                       321 North Clark Street, Suite 3400
                             Chicago, Illinois 60610

                         CALCULATION OF REGISTRATION FEE
------------------------------------------ ------------------- -------------------- --------------------- -------------------
                                                                Proposed Maximum      Proposed Maximum
           Title of Securities                Amount to be     Offering Price Per    Aggregate Offering        Amount of
            to be Registered                 Registered(1)           Share                  Price           Registration Fee
            ----------------                 -------------     -------------------  -------------------    ----------------
Class A Common Stock
(par value $0.001 per share)
    -Reserved and not subject to awards
     outstanding under the Plan                   285,163           $0.895(3)                $255,221              $63.81
    -Issuable pursuant to awards
     outstanding under the plan                   364,837            $0.52(4)                $189,716              $47.43
                                                 --------                                  ----------         -----------
         Total                                    650,000(2)                                 $444,937            $111.24
                                                  =======                                  ==========         ==========
------------------------------------------ ------------------- -------------------- --------------------- -------------------
(1)  Together with an indeterminable number of additional shares in order to
     adjust the number of shares reserved for issuance pursuant to the Plan as
     the result of a stock split, stock dividend or similar transaction
     affecting the common stock, pursuant to 17 C.F.R. Section 230.416.

(2)  Amount represents the number of shares issuable pursuant to the Plan in
     addition to the 600,000 registered on Registration Statement No. 333-32578.

(3)  Estimated in accordance with Rule 457(c) and (h)(1) solely for the purpose
     of calculating the registration fee based on the average of the high and
     low prices reported on the Nasdaq SmallCap Market on October 9, 2001.

(4)  Estimated in accordance with Rule 457(h)(1) solely for the purpose of
     calculating the registration fee based on the weighted averaged exercise
     price per share.

         INCORPORATION BY REFERENCE OF EARLIER REGISTRATION ON FORM S-8

         We have previously filed a registration statement with the Securities
and Exchange Commission on Form S-8 (Registration Statement No. 333-32578)
relating to our 1997 Employee Stock Option Plan. This Registration Statement
registers additional shares for offering pursuant to such Plan, as amended and
restated effective June 29, 2001. Subject to the final paragraph of Item 3 of
Part II of this Registration Statement and except as modified or superseded
herein, the contents of the previously filed registration statement are
incorporated into this Registration Statement by reference.
TEKGRAF, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, listed below and previously filed by us with
the Securities and Exchange Commission, are incorporated in this Registration
Statement by reference:

         1.   Annual Report on Form 10-K for the fiscal year ended
              December 31, 2000;

         2.   Quarterly Reports on Form 10-Q for the quarters ended March 31 and
              June 30, 2001;

         3.   The description of our Class A Common Stock contained in our
              Registration Statement on Form S-1 filed with the Securities and
              Exchange Commission August 12, 1997, including any amendment or
              report filed for the purpose of updating such description (File
              No. 333-33449).

         In addition, each document filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date hereof and prior to the filing of a post-effective amendment that
indicates that all securities offered hereunder have been sold or that
deregisters all securities then remaining unsold under this Registration
Statement, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated herein by reference shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated herein by
reference 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 hereof.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Georgia Business Corporation Code (the "GBCC") provides that a
Georgia corporation may indemnify a director if he or she acted in good faith
and reasonably believed that his or her actions were in the corporation's best
interests. The GBCC also allows a corporation to advance expenses upon receiving
written confirmation that the relevant standard of conduct (good faith and
reasonable relief) has been met. Under the GBCC, a corporation may purchase and
maintain liability insurance for its directors and officers.

         We have entered into indemnification agreements with our directors and
executive officers. In each indemnification agreement, we agree to indemnify the
person named as indemnitee for expenses, including reasonable attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by that person in connection with certain civil or criminal
actions or administrative proceedings arising out of that person's performance
of his or her duties as a director or officer. The indemnification will not
cover a lawsuit brought by the director or officer. The indemnification will be
available only if the person named as indemnitee acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, our best
interests. Further, in connection with a criminal matter, the indemnification
will be available only if that person had no reasonable cause to believe his or
her conduct was unlawful. The indemnification agreements also require us to
indemnify that person to the fullest extent permitted by applicable law. Each
indemnification agreement permits the indemnitee to bring a lawsuit under that
indemnification agreement, and to recover the expenses of such a lawsuit if it
is successful.

         Our bylaws provide that we must indemnify our directors, officers,
employees or agents to the full extent permitted by the laws of Georgia. We have
the right to purchase and maintain insurance on behalf of any of these persons
whether or not we have the power to indemnify that person against the liability.
We have purchased a

                                    II-1
standard policy of directors' and officers' liability insurance covering our
directors and officers with respect to liabilities incurred as a result of his
or her service in those positions.

ITEM 8.  INDEX TO 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 information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act 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.

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

         (b) The Registrant hereby undertakes that, for purposes of determining
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 Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
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 provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the 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 section, 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
                                   II-2
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.

                                   II-3
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 duly authorized
undersigned, in the City of Vernon Hills, State of Illinois, on this 12th day of
October 2001.

                                   TEKGRAF, INC.

                                   By:  /S/ WILLIAM M. RYCHELL
                                        ---------------------------------------
                                            William M. Rychell
                                         CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints William M. Rychell and Thomas M. Mason, and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf to sign, execute and
file any amendments (including, without limitation, post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and any documents required to be filed with respect therewith, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith and about the premises in order to effectuate the same as fully to all
intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 12th day of October 2001.

           SIGNATURES                                          TITLE
           ----------                                          -----

/S/ WILLIAM M. RYCHELL
---------------------------------     Chief Executive Officer
William M. Rychell                    (Principal Executive Officer) and Director

/S/ THOMAS M. MASON                   Vice President of Finance and Chief
---------------------------------     Financial Officer (Principal Financial and
Thomas M. Mason                       Accounting Officer) and Director

/S/ STEVEN J. CARNEVALE               Director
---------------------------------
Steven J. Carnevale

/S/ FRANK X. DALTON, JR.              Director
---------------------------------
Frank X. Dalton, Jr.

/S/ ALBERT E. SISTO                   Director
---------------------------------
Albert E. Sisto

                                    S-1
INDEX TO EXHIBITS
EXHIBIT NUMBER             DESCRIPTION OF DOCUMENT
--------------             -----------------------
4.1                  Amended and Restated Stock Option Plan (filed as Exhibit 10.1 to the Registrant's
                           Quarterly Report on Form 10-Q filed on August 14, 2001 and incorporated herein by
                           reference)

      4.2                  Restated Articles of Incorporation (filed as Exhibit
                           3.1 to the Registrant's Quarterly Report on Form 10-Q
                           filed on August 14, 2000 and incorporated herein by
                           reference)

      4.3                  Bylaws (filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
                           filed on May 12, 2000 and incorporated herein by reference)

      5.1                  Opinion of Gardner, Carton & Douglas regarding legality of securities

      23.1                 Consent of Grant Thornton LLP

      23.2                 Consent of PricewaterhouseCoopers LLP

      23.3                 Consent of Gardner, Carton & Douglas (included in exhibit 5.1)

      24.1                 Powers of Attorney (included on signature page)

                                      E-1