<PAGE>
 
             As filed with the Securities and Exchange Commission
                               on May 9, 1997

                                         Registration No. 333-_____
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                          BANYAN SYSTEMS INCORPORATED
            (Exact name of registrant as specified in its charter)

 
         MASSACHUSETTS                                   04-2798394
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                   Identification Number)


 120 FLANDERS ROAD, WESTBORO, MASSACHUSETTS                   01581
 (Address of Principal Executive Offices)                  (Zip Code)

                          NON-QUALIFIED STOCK OPTIONS
                           (Full title of the plan)

                             MARK G. BORDEN, ESQ.
                               HALE AND DORR LLP
                                60 STATE STREET
                          BOSTON, MASSACHUSETTS 02109
                    (Name and address of agent for service)

                                (617) 526-6000
         (Telephone number, including area code, of agent for service)

================================================================================

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                        Proposed              Proposed
                                        maximum               maximum 
Title of securities     Amount to be    offering price per    aggregate            Amount of
to be registered        registered      share                 offering price       registration fee
-------------------     ------------    ------------------    --------------       ----------------              
<S>                    <C>              <C>                   <C>                  <C>
 Common Stock           250,000 shares   $    1.47(1)           $  367,500(1)         $  112
$.01 par value
--------------------------------------------------------------------------------------------------
</TABLE>


(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     the Nasdaq National Market on May 1, 1997 in accordance with Rules
     457(c) and 457(h) of the Securities Act of 1933.
<PAGE>
 
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I of Form S-8 is included in
documents sent or given to the recipients of the Non-Qualified Stock Options
from Banyan Systems Incorporated (the "Registrant") pursuant to Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents, which are filed with
the Commission, are incorporated in this Registration Statement by reference:

          (1)  The Registrant's latest annual report filed pursuant to Sections
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2)  All other reports filed pursuant to Sections 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the annual
     reports or the prospectus referred to in (1) above.

          (3)  The description of the common stock of the Registrant, $.01 par
     value per share (the "Common Stock"), contained in a Registration Statement
     filed under Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

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

          Not applicable.

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

          Not applicable.

                                     II-1
<PAGE>
 
     Item 6.  Indemnification
              ---------------

          Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
67") provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional.  In its Second Amended
and Restated Articles of Organization the Registrant has elected to commit to
provide indemnification to its directors and officers in specified
circumstances.  Generally, Article 6 of the Registrant's Second Amended and
Restated Articles of Organization indemnifies directors and officers of the
Registrant against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers or by reason of their agreeing to serve, at the request of the
Registrant, as a director or officer of, or in a similar capacity with, another
organization or in any capacity with respect to any employee benefit plan of the
Registrant.  Under this provision, a director or officer of the Registrant shall
be indemnified by the Registrant for all expenses, judgments, fines and amounts
paid in settlement of such proceedings, even if he or she is not successful on
the merits, if he or she acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the Registrant.

          The Registrant's Second Amended and Restated Articles of Organization
establish the presumption that the director or officer has met the applicable
standard of conduct required for indemnification.  The indemnification above
shall be made unless the Registrant determines, by clear and convincing
evidence, that the applicable standard of conduct has not been met.  Such a
determination may be made by a majority of a quorum of the directors,
independent legal counsel, the stockholders, or a court of competent
jurisdiction.  The Board of Directors shall authorize advancing litigation
expenses to a director or officer at his request upon receipt of an undertaking
by such director or officer to repay such expenses if it is ultimately
determined that he or she is not entitled to indemnification for such expenses.

          The Registrant's Second Amended and Restated Articles of Organization
also provide that, in the event of a determination by the Registrant that a
director or officer did not meet the standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
or an advance of expenses within 60 days after such payment is claimed by a
director or officer, such director or officer may petition a court to make an
independent determination of whether such director or officer is entitled to
indemnification. The Registrant's Second Amended and Restated Articles of
Organization explicitly provide for partial indemnification of costs and
expenses in the event that a director of officer is not entitled to full
indemnification.

                                     II-2
<PAGE>
 
          Article 6 of the Registrant's Second Amended and Restated Articles of
Organization also eliminates the personal liability of the Registrant's
directors to the Registrant or its stockholders for monetary damages for breach
of a director's fiduciary duty, except to the extent Chapter 156B of the
Massachusetts General Laws prohibits the elimination or limitation of such
liability.

          The Registrant has purchased a general liability insurance policy
which covers certain liabilities of directors and officers of the Registrant
arising out of claims based on acts or omissions in their capacity as directors
or officers.

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

          Not Applicable.

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

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
 
     Item 9.  Undertakings
              ------------

          1.   The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement.

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

          2.  The Registrant hereby 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 in the initial bona fide offering thereof.

                                     II-3
<PAGE>
 
          3.  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 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 Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Westboro, Massachusetts on the 8th day of May, 1997.

 
                                    BANYAN SYSTEMS INCORPORATED



                                    By:  /s/ William P. Ferry
                                       ----------------------
                                         William P. Ferry
                                         President and
                                         Chief Executive Officer



                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Banyan Systems Incorporated,
hereby severally constitute William P. Ferry, Richard M. Spaulding and Mark G.
Borden, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Banyan Systems Incorporated to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                                     II-5
<PAGE>
 
     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 dates indicated.

<TABLE> 
<CAPTION> 
     Signature                     Title                             Date
     ---------                     -----                             ----
<S>                       <C>                              <C> 
 
   

/s/ William P. Ferry          President, Chief Executive           May 8, 1997
--------------------          Officer and Director (Principal 
William P. Ferry              Executive Officer)              
                              

 
/s/ Jeffrey D. Glidden        Senior Vice President,               May 8, 1997
--------------------------    Administration and      
Jeffrey D. Glidden            Chief Financial Officer      
                              (Principal Financial Officer) 
                              

/s/ Richard M. Spaulding      Vice President, Finance              May 8, 1997
--------------------------    and Treasurer (Principal 
Richard M. Spaulding          Accounting Officer)      
                              

/s/ G. Leonard Baker, Jr.     Director                             May 8, 1997
--------------------------
G. Leonard Baker, Jr.

 
/s/ John F. Burton            Director                             May 8, 1997
--------------------------
John F. Burton

 
/s/ A. Peter Hamilton         Director                             May 8, 1997
--------------------------
A. Peter Hamilton

 
/s/ David C. Mahoney          Director                             May 8, 1997
--------------------------
David C. Mahoney

 
/s/ Fontaine K. Richardson    Director                             May 8, 1997
--------------------------
Fontaine K. Richardson

 
/s/ David N. Strohm           Director                             May 8, 1997
--------------------------
David N. Strohm
</TABLE>

                                     II-6
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
 Exhibit
 Number       Description
 -------      -----------
  4.1 (1)     Specimen Certificate of Common Stock of
              the Registrant

  5.1         Opinion of Hale and Dorr LLP
 
 23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)

 23.2         Consent of Coopers & Lybrand L.L.P.

 24.1         Power of Attorney (included on the signature
              page of this Registration Statement)



-------

(1)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 33-49194).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16813}]
{"company-data": {"conformed-name": "BANYAN SYSTEMS INC", "cik": "0000888711", "assigned-sic": "7372", "irs-number": "042798394", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26857", "film-number": "97599947"}, "business-address": {"street1": "120 FLANDERS ROAD", "city": "WESTBORO", "state": "MA", "zip": "01581", "phone": "5088981000"}}
As filed with the Securities and Exchange Commission
                               on May 9, 1997

                                         Registration No. 333-_____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                          BANYAN SYSTEMS INCORPORATED
            (Exact name of registrant as specified in its charter)

 
         MASSACHUSETTS                                   04-2798394
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                   Identification Number)

 120 FLANDERS ROAD, WESTBORO, MASSACHUSETTS                   01581
 (Address of Principal Executive Offices)                  (Zip Code)

                          NON-QUALIFIED STOCK OPTIONS
                           (Full title of the plan)

                             MARK G. BORDEN, ESQ.
                               HALE AND DORR LLP
                                60 STATE STREET
                          BOSTON, MASSACHUSETTS 02109
                    (Name and address of agent for service)

                                (617) 526-6000
         (Telephone number, including area code, of agent for service)

================================================================================

                        CALCULATION OF REGISTRATION FEE
Proposed              Proposed
                                        maximum               maximum 
Title of securities     Amount to be    offering price per    aggregate            Amount of
to be registered        registered      share                 offering price       registration fee
-------------------     ------------    ------------------    --------------       ----------------
Common Stock           250,000 shares   $    1.47(1)           $  367,500(1)         $  112
$.01 par value
--------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     the Nasdaq National Market on May 1, 1997 in accordance with Rules
     457(c) and 457(h) of the Securities Act of 1933.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I of Form S-8 is included in
documents sent or given to the recipients of the Non-Qualified Stock Options
from Banyan Systems Incorporated (the "Registrant") pursuant to Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents, which are filed with
the Commission, are incorporated in this Registration Statement by reference:

          (1)  The Registrant's latest annual report filed pursuant to Sections
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2)  All other reports filed pursuant to Sections 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the annual
     reports or the prospectus referred to in (1) above.

          (3)  The description of the common stock of the Registrant, $.01 par
     value per share (the "Common Stock"), contained in a Registration Statement
     filed under Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.

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

          Not applicable.

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

          Not applicable.

                                     II-1
Item 6.  Indemnification
              ---------------

          Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
67") provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional.  In its Second Amended
and Restated Articles of Organization the Registrant has elected to commit to
provide indemnification to its directors and officers in specified
circumstances.  Generally, Article 6 of the Registrant's Second Amended and
Restated Articles of Organization indemnifies directors and officers of the
Registrant against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers or by reason of their agreeing to serve, at the request of the
Registrant, as a director or officer of, or in a similar capacity with, another
organization or in any capacity with respect to any employee benefit plan of the
Registrant.  Under this provision, a director or officer of the Registrant shall
be indemnified by the Registrant for all expenses, judgments, fines and amounts
paid in settlement of such proceedings, even if he or she is not successful on
the merits, if he or she acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the Registrant.

          The Registrant's Second Amended and Restated Articles of Organization
establish the presumption that the director or officer has met the applicable
standard of conduct required for indemnification.  The indemnification above
shall be made unless the Registrant determines, by clear and convincing
evidence, that the applicable standard of conduct has not been met.  Such a
determination may be made by a majority of a quorum of the directors,
independent legal counsel, the stockholders, or a court of competent
jurisdiction.  The Board of Directors shall authorize advancing litigation
expenses to a director or officer at his request upon receipt of an undertaking
by such director or officer to repay such expenses if it is ultimately
determined that he or she is not entitled to indemnification for such expenses.

          The Registrant's Second Amended and Restated Articles of Organization
also provide that, in the event of a determination by the Registrant that a
director or officer did not meet the standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
or an advance of expenses within 60 days after such payment is claimed by a
director or officer, such director or officer may petition a court to make an
independent determination of whether such director or officer is entitled to
indemnification. The Registrant's Second Amended and Restated Articles of
Organization explicitly provide for partial indemnification of costs and
expenses in the event that a director of officer is not entitled to full
indemnification.

                                     II-2
Article 6 of the Registrant's Second Amended and Restated Articles of
Organization also eliminates the personal liability of the Registrant's
directors to the Registrant or its stockholders for monetary damages for breach
of a director's fiduciary duty, except to the extent Chapter 156B of the
Massachusetts General Laws prohibits the elimination or limitation of such
liability.

          The Registrant has purchased a general liability insurance policy
which covers certain liabilities of directors and officers of the Registrant
arising out of claims based on acts or omissions in their capacity as directors
or officers.

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

          Not Applicable.

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

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
 
     Item 9.  Undertakings
              ------------

          1.   The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement.

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

          2.  The Registrant hereby 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 in the initial bona fide offering thereof.

                                     II-3
3.  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 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 Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Westboro, Massachusetts on the 8th day of May, 1997.

 
                                    BANYAN SYSTEMS INCORPORATED

                                    By:  /s/ William P. Ferry
                                       ----------------------
                                         William P. Ferry
                                         President and
                                         Chief Executive Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Banyan Systems Incorporated,
hereby severally constitute William P. Ferry, Richard M. Spaulding and Mark G.
Borden, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Banyan Systems Incorporated to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                                     II-5
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 dates indicated.
Signature                     Title                             Date
     ---------                     -----                             ----
/s/ William P. Ferry          President, Chief Executive           May 8, 1997
--------------------          Officer and Director (Principal 
William P. Ferry              Executive Officer)              
                              

 
/s/ Jeffrey D. Glidden        Senior Vice President,               May 8, 1997
--------------------------    Administration and      
Jeffrey D. Glidden            Chief Financial Officer      
                              (Principal Financial Officer) 
                              

/s/ Richard M. Spaulding      Vice President, Finance              May 8, 1997
--------------------------    and Treasurer (Principal 
Richard M. Spaulding          Accounting Officer)      
                              

/s/ G. Leonard Baker, Jr.     Director                             May 8, 1997
--------------------------
G. Leonard Baker, Jr.

 
/s/ John F. Burton            Director                             May 8, 1997
--------------------------
John F. Burton

 
/s/ A. Peter Hamilton         Director                             May 8, 1997
--------------------------
A. Peter Hamilton

 
/s/ David C. Mahoney          Director                             May 8, 1997
--------------------------
David C. Mahoney

 
/s/ Fontaine K. Richardson    Director                             May 8, 1997
--------------------------
Fontaine K. Richardson

 
/s/ David N. Strohm           Director                             May 8, 1997
--------------------------
David N. Strohm
II-6
EXHIBIT INDEX
                                 -------------
 Exhibit
 Number       Description
 -------      -----------
  4.1 (1)     Specimen Certificate of Common Stock of
              the Registrant

  5.1         Opinion of Hale and Dorr LLP
 
 23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)

 23.2         Consent of Coopers & Lybrand L.L.P.

 24.1         Power of Attorney (included on the signature
              page of this Registration Statement)

-------

(1)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 33-49194).