<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1998
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                     AMERICAN TELESOURCE INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

          ONTARIO                                          74-2698095
(State or other jurisdiction of                 (I.R.S. employer identification)
 incorporation or organization)

                       12500 NETWORK BOULEVARD, SUITE 407
                            SAN ANTONIO, TEXAS 78249
         (Address, including zip code, of principal executive offices)

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

                              AMENDED AND RESTATED
                     AMERICAN TELESOURCE INTERNATIONAL INC.
                             1997 STOCK OPTION PLAN

                      COMPENSATION AGREEMENT FOR EMPLOYEE

                           (Full title of the Plans)

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


                           ARTHUR L. SMITH, PRESIDENT
                       12500 NETWORK BOULEVARD, SUITE 407
                            SAN ANTONIO, TEXAS 78249
                                 (210) 558-6090
(Name, address and telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                                    Proposed          Proposed
         Title of                 Amount            Maximum           Maximum        Amount of
        Securities                 to be         Offering Price      Aggregate      Registration
     to be Registered           Registered         Per Share       Offering Price       Fee
------------------------------------------------------------------------------------------------
<S>                           <C>                <C>               <C>               <C>
Common Stock, no par value... 4,912,000 shares(1)   $0.62(2)        $3,045,440(2)      $922.86
================================================================================================
</TABLE>

(1) Issuable upon exercise of 4,882,000 options previously granted under the
    Amended and Restated American TeleSource International Inc. 1997 Stock
    Option Plan and 30,000 options previously granted under a compensation
    agreement with an employee of the Registrant.

(2) Computed on the basis of the weighted average exercise price.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in this Registration
Statement:

     (a) The Registrant's Registration Statement on Form 10 (No. 000-23007)
         filed on August 21, 1997, as amended by Amendment No. 1 thereto filed
         on October 22, 1997;

     (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         October 31, 1997 and January 31, 1998, and the Registrant's Current
         Report on Form 8-K filed on November 10, 1997;

     (c) The description of the Registrant's Common Stock, no par value (the
         "Common Stock"), contained in Amendment No. 1 to the Registrant's
         Registration Statement on Form 10 (No. 000-23007) filed on October 22,
         1997;

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and l5(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates 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 such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Ontario Business Corporations Act, the Registrant may indemnify a
present or former director or officer or a person who acts or acted at the
Registrant's request as a director or officer of another corporation of which
the Registrant is or was a stockholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of his position with the Registrant and provided
that the director or officer acted honestly and in good faith with a view to the
best interests of the Registrant and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his conduct was lawful.  Such
indemnification may be made in connection with a derivative action only with
court approval.  A director or officer is entitled to indemnification from the
Registrant as a matter of right if he was substantially successful on the merits
and fulfilled the conditions set forth above.

     In accordance with the Ontario Business Corporations Act, the Bylaws of the
Registrant indemnify a director or officer, a former director or officer, or a
person who acts or acted at the Registrant's request as a director or officer of
a corporation in which the Registrant is or was a shareholder or creditor
against any and all losses and expenses reasonably incurred by him in respect of
any civil, criminal or administrative proceeding to which he was made a party by
reason of being or having been a director or officer of the Registrant or other

                                     II-1
<PAGE>
 
corporation if he acted honestly and in good faith with a view to the best
interests of the Registrant or, in the case of a criminal or administrative
action or proceeding that is enforced by monetary penalty, he had reasonable
grounds to believe that his conduct was lawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provision, the Registrant has been informed
that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8. EXHIBITS.

Exhibit No            Description of Exhibit
----------            ----------------------

4.1           Form of Common Stock certificate of the Registrant.***

4.2           Articles of Amalgamation of the Registrant.*

4.3           Bylaws of the Registrant.*

4.4           Amended and Restated 1997 Stock Option Plan of the Registrant.**

4.5           Compensation Agreement for Employee. ***

5             Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.***

23            Consent of  Arthur Andersen LLP.***

24            Power of Attorney (included on signature page of this Registration
              Statement).

---------------------
*    Filed as Exhibit to Registration Statement on Form S-4 (No. 333-05557) of
     the Registrant filed June 7, 1996.
**   Filed as Exhibit to Registration Statement on Form S-4 (No. 333-47511) of
     the Registrant filed March 6, 1998.
***  Filed herewith.

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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change 

                                     II-2
<PAGE>
 
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(l)(i) and (a)(l)(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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in 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-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 undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas on April 7, 1998.

                                       AMERICAN TELESOURCE INTERNATIONAL INC.

                                       By:  /s/ Arthur L. Smith
                                          ------------------------------------
                                                Arthur L. Smith
                                                President and Chief Operating 
                                                  Officer


                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Arthur L. Smith and H. Douglas Saathoff, and each of them, each with full power
to act without the other, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement (including post-effective amendments), and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.

NAME                                 TITLE                 DATE
----                                 -----                 ----

/s/ Arthur L. Smith           President, Chief Operating Officer   April 7, 1998
-------------------------     and Director
Arthur L. Smith               
 
 
/s/ Murray R. Nye             Chairman of the Board, Chief         April 7, 1998
-------------------------     Executive Officer and Director
Murray R. Nye                 (Principal Executive Officer)

 
/s/ H. Douglas Saathoff       Secretary, Treasurer and Chief       April 7, 1998
-------------------------     Financial Officer (Principal
H. Douglas Saathoff           Financial and Accounting Officer)

 
/s/ John Moses                Director                             April 7, 1998
-------------------------
John Moses
<PAGE>
 
                                    EXHIBITS

                               INDEX TO EXHIBITS
                               -----------------
                                        
Exhibit No            Description of Exhibit
----------            ----------------------



4.1       Form of Common Stock certificate of the Registrant.***

4.2       Articles of Amalgamation of the Registrant.*

4.3       Bylaws of the Registrant.*

4.4       Amended and Restated 1997 Stock Option Plan of the Registrant.**

4.5       Compensation Agreement for Employee.***

5         Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.***

23        Consent of  Arthur Andersen LLP.***

24        Power of Attorney (included on signature page of this Registration
          Statement).

---------------------
*    Filed as Exhibit to Registration Statement on Form S-4 (No. 333-05557) of
     the Registrant filed June 7, 1996.
**   Filed as Exhibit to Registration Statement on Form S-4 (No. 333-47511) of
     the Registrant filed March 6, 1998.
***  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16395}]
{"company-data": {"conformed-name": "AMERICAN TELESOURCE INTERNATIONAL INC", "cik": "0001014052", "assigned-sic": "4813", "irs-number": "742698095", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50259", "film-number": "98595328"}, "business-address": {"street1": "12500 NETWORK BLVD", "street2": "SUITE 407", "city": "SAN ANTONIO", "state": "TX", "zip": "78249", "phone": "2105586090"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1998
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                     AMERICAN TELESOURCE INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

          ONTARIO                                          74-2698095
(State or other jurisdiction of                 (I.R.S. employer identification)
 incorporation or organization)

                       12500 NETWORK BOULEVARD, SUITE 407
                            SAN ANTONIO, TEXAS 78249
         (Address, including zip code, of principal executive offices)

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

                              AMENDED AND RESTATED
                     AMERICAN TELESOURCE INTERNATIONAL INC.
                             1997 STOCK OPTION PLAN

                      COMPENSATION AGREEMENT FOR EMPLOYEE

                           (Full title of the Plans)

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

                           ARTHUR L. SMITH, PRESIDENT
                       12500 NETWORK BOULEVARD, SUITE 407
                            SAN ANTONIO, TEXAS 78249
                                 (210) 558-6090
(Name, address and telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================================
                                                    Proposed          Proposed
         Title of                 Amount            Maximum           Maximum        Amount of
        Securities                 to be         Offering Price      Aggregate      Registration
     to be Registered           Registered         Per Share       Offering Price       Fee
------------------------------------------------------------------------------------------------
Common Stock, no par value... 4,912,000 shares(1)   $0.62(2)        $3,045,440(2)      $922.86
================================================================================================
(1) Issuable upon exercise of 4,882,000 options previously granted under the
    Amended and Restated American TeleSource International Inc. 1997 Stock
    Option Plan and 30,000 options previously granted under a compensation
    agreement with an employee of the Registrant.

(2) Computed on the basis of the weighted average exercise price.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in this Registration
Statement:

     (a) The Registrant's Registration Statement on Form 10 (No. 000-23007)
         filed on August 21, 1997, as amended by Amendment No. 1 thereto filed
         on October 22, 1997;

     (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         October 31, 1997 and January 31, 1998, and the Registrant's Current
         Report on Form 8-K filed on November 10, 1997;

     (c) The description of the Registrant's Common Stock, no par value (the
         "Common Stock"), contained in Amendment No. 1 to the Registrant's
         Registration Statement on Form 10 (No. 000-23007) filed on October 22,
         1997;

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and l5(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all Common Stock to which this Registration Statement relates has
been sold or that deregisters all Common Stock to which this Registration
Statement relates 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 such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Ontario Business Corporations Act, the Registrant may indemnify a
present or former director or officer or a person who acts or acted at the
Registrant's request as a director or officer of another corporation of which
the Registrant is or was a stockholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of his position with the Registrant and provided
that the director or officer acted honestly and in good faith with a view to the
best interests of the Registrant and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his conduct was lawful.  Such
indemnification may be made in connection with a derivative action only with
court approval.  A director or officer is entitled to indemnification from the
Registrant as a matter of right if he was substantially successful on the merits
and fulfilled the conditions set forth above.

     In accordance with the Ontario Business Corporations Act, the Bylaws of the
Registrant indemnify a director or officer, a former director or officer, or a
person who acts or acted at the Registrant's request as a director or officer of
a corporation in which the Registrant is or was a shareholder or creditor
against any and all losses and expenses reasonably incurred by him in respect of
any civil, criminal or administrative proceeding to which he was made a party by
reason of being or having been a director or officer of the Registrant or other

                                     II-1
corporation if he acted honestly and in good faith with a view to the best
interests of the Registrant or, in the case of a criminal or administrative
action or proceeding that is enforced by monetary penalty, he had reasonable
grounds to believe that his conduct was lawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provision, the Registrant has been informed
that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8. EXHIBITS.

Exhibit No            Description of Exhibit
----------            ----------------------

4.1           Form of Common Stock certificate of the Registrant.***

4.2           Articles of Amalgamation of the Registrant.*

4.3           Bylaws of the Registrant.*

4.4           Amended and Restated 1997 Stock Option Plan of the Registrant.**

4.5           Compensation Agreement for Employee. ***

5             Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.***

23            Consent of  Arthur Andersen LLP.***

24            Power of Attorney (included on signature page of this Registration
              Statement).

---------------------
*    Filed as Exhibit to Registration Statement on Form S-4 (No. 333-05557) of
     the Registrant filed June 7, 1996.
**   Filed as Exhibit to Registration Statement on Form S-4 (No. 333-47511) of
     the Registrant filed March 6, 1998.
***  Filed herewith.

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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change 

                                     II-2
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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)(l)(i) and (a)(l)(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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in 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-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 undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas on April 7, 1998.

                                       AMERICAN TELESOURCE INTERNATIONAL INC.

                                       By:  /s/ Arthur L. Smith
                                          ------------------------------------
                                                Arthur L. Smith
                                                President and Chief Operating 
                                                  Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Arthur L. Smith and H. Douglas Saathoff, and each of them, each with full power
to act without the other, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement (including post-effective amendments), and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.

NAME                                 TITLE                 DATE
----                                 -----                 ----

/s/ Arthur L. Smith           President, Chief Operating Officer   April 7, 1998
-------------------------     and Director
Arthur L. Smith               
 
 
/s/ Murray R. Nye             Chairman of the Board, Chief         April 7, 1998
-------------------------     Executive Officer and Director
Murray R. Nye                 (Principal Executive Officer)

 
/s/ H. Douglas Saathoff       Secretary, Treasurer and Chief       April 7, 1998
-------------------------     Financial Officer (Principal
H. Douglas Saathoff           Financial and Accounting Officer)

 
/s/ John Moses                Director                             April 7, 1998
-------------------------
John Moses
EXHIBITS

                               INDEX TO EXHIBITS
                               -----------------
                                        
Exhibit No            Description of Exhibit
----------            ----------------------

4.1       Form of Common Stock certificate of the Registrant.***

4.2       Articles of Amalgamation of the Registrant.*

4.3       Bylaws of the Registrant.*

4.4       Amended and Restated 1997 Stock Option Plan of the Registrant.**

4.5       Compensation Agreement for Employee.***

5         Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.***

23        Consent of  Arthur Andersen LLP.***

24        Power of Attorney (included on signature page of this Registration
          Statement).

---------------------
*    Filed as Exhibit to Registration Statement on Form S-4 (No. 333-05557) of
     the Registrant filed June 7, 1996.
**   Filed as Exhibit to Registration Statement on Form S-4 (No. 333-47511) of
     the Registrant filed March 6, 1998.
***  Filed herewith.