NETWORK PLUS CORP
S-3, 2000-10-23
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2000

                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               NETWORK PLUS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                <C>                                <C>
             DELAWARE                             4813                            04-3430576
 (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)      CLASSIFICATION CODE NUMBER)            IDENTIFICATION NO.)
</TABLE>

                              234 COPELAND STREET
                          QUINCY, MASSACHUSETTS 02169
                                 (617) 786-4000
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
            AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------

                             JAMES J. CROWLEY, ESQ.
                          EXECUTIVE VICE PRESIDENT AND
                            CHIEF OPERATING OFFICER
                               NETWORK PLUS CORP.
                              234 COPELAND STREET
                          QUINCY, MASSACHUSETTS 02169
                                 (617) 786-4000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                WITH COPIES TO:
                             JEFFREY N. CARP, ESQ.
                            WILLIAM S. GEHRKE, ESQ.
                               HALE AND DORR LLP
                                60 STATE STREET
                          BOSTON, MASSACHUSETTS 02109
                                 (617) 526-6000

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

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date hereof.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [ ]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ] ____________

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] ____________

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.  [ ]
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
     TITLE OF CLASS OF                                                                                 AMOUNT
SECURITIES TO BE REGISTERED          NUMBER OF SHARES    PROPOSED MAXIMUM     PROPOSED MAXIMUM           OF
                                     TO BE REGISTERED     OFFERING PRICE     AGGREGATE OFFERING     REGISTRATION
                                                           PER SHARE(1)            PRICE                FEE
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                 <C>                  <C>
Common Stock, $.01 par value.....     1,500,000 Shares        $5.75             $8,625,000             $2,277
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based on the average high and low sale prices on October 18, 2000, as
    reported on the Nasdaq National Market, pursuant to Rule 457(c).
                            ------------------------

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

          THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY
      BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
      STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
      THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN
      OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS
      NOT PERMITTED.


                                                              File No. 333-

                                1,500,000 Shares

                               NETWORK PLUS CORP.

                                  Common Stock

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

     Network Plus is registering 1,500,000 shares of common stock for issuance
as dividends on 2,500,000 depositary shares, each representing 1/10 of a share
of 7 1/2% Series A cumulative convertible preferred stock. Our common stock is
quoted on the Nasdaq National Market under the symbol "NPLS". The last reported
sale price for our common stock on October 18, was $5.75 per share.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

                      Prospectus dated October 23, 2000.
<PAGE>   3
                               NETWORK PLUS CORP.

     We were incorporated in Delaware in July 1998. Our wholly owned operating
subsidiary, Network Plus, Inc., was incorporated in Massachusetts in March 1990.
Our principal executive offices are located at 234 Copeland Street, Quincy,
Massachusetts 02169. Our telephone number at this location is (617) 786-4000,
and our Internet address is www.np1.com. The information on our website is not
incorporated into this prospectus. Our common stock is quoted on the Nasdaq
National Market under the symbol "NPLS".

     Network Plus and the Network Plus logo are registered service marks, and
LOGOS is a service mark, of Network Plus. All other trade names, trademarks and
service marks used in this prospectus are the property of their respective
owners.

     Any reference in this prospectus to our "convertible preferred stock" means
our 7 1/2% series A cumulative convertible preferred stock.

                           FORWARD-LOOKING STATEMENTS

     We make forward-looking statements in the "Use of Proceeds and Purpose of
this Registration Statement", and elsewhere in this prospectus and the documents
incorporated by reference into this prospectus. For this purpose, any statement
that is not a statement of historical fact is a forward-looking statement. These
forward-looking statements include, but are not limited to, statements about our
plans, objectives, expectations, intentions and assumptions and other statements
that are not historical facts. We generally intend the words "expect",
"anticipate", "intend", "plan", "believe", "seek", "estimate" and similar
expressions to identify forward-looking statements.

     Because these forward-looking statements involve risks and uncertainties,
including those described in the Form 10-K and Forms 10-Q incorporated by
reference into this prospectus under the headings "Certain Factors That May
Affect Future Results" and "Certain Factors That May Affect Future Operating
Results" our actual results may differ materially from those expressed or
implied by these forward-looking statements. We do not intend to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

                                        1
<PAGE>   4


           USE OF PROCEEDS AND PURPOSE OF THIS REGISTRATION STATEMENT

     On April 12th, 2000, we sold 2,500,000 depositary shares, each representing
1/10 of a share of convertible preferred stock. The net proceeds to us from the
convertible preferred stock offering was approximately $119.8 million.

     The depositary shares are entitled to receive dividends of 7 1/2% of the
$50 liquidation preference per depositary share per year. Dividends are payable
quarterly in arrears on April 1, July 1, October 1 and January 1 of each year.
We have the option to pay dividends in shares of common stock, in cash or a
combination thereof. If we elect to pay a dividend with common stock, the market
price of our common stock for purposes of calculating the number of shares
required to satisfy the dividend payment will be equal to 95% of the arithmetic
average of the closing price of our common stock on the five trading days
preceding the dividend payment date. The shares of common stock being registered
by this registration statement will, from time to time, be used to make dividend
payments on the convertible preferred stock. We will not receive any proceeds
from the issuance of such shares of common stock.

                          PRICE RANGE OF COMMON STOCK

     Our common stock began trading on the Nasdaq National Market on June 30,
1999, under the symbol "NPLS". The following table sets forth for the indicated
periods the high and low sale prices of our common stock as reported by the
Nasdaq National Market.

<TABLE>
<CAPTION>
                                                              HIGH      LOW
                                                              ----      ---
<S>                                                          <C>       <C>
1999
  June 30, 1999............................................  $30.56    $16.00
  Third Quarter............................................  $25.13    $12.00
  Fourth Quarter...........................................  $21.50    $10.00
2000
  First Quarter............................................  $62.63    $19.13
  Second Quarter...........................................  $39.44    $10.00
  Third Quarter............................................  $16.31    $ 6.25
  Fourth Quarter (through October 19, 2000)................  $ 8.94    $ 5.00

</TABLE>

     The trading price under the "low" column on June 30, 1999 is based on the
initial price to public in our initial offering. On October 19, 2000, the last
reported sale price of our common stock on the Nasdaq National Market
was $7.56.


                                        2
<PAGE>   5

                              RECENT DEVELOPMENTS

SENIOR CREDIT FACILITY

     Effective as of September 27, 2000, we entered into a credit facility with
Goldman Sachs Credit Partners L.P., Fleet Securities, Inc., and DLJ Bridge
Finance, Inc. for a new senior secured credit facility in a total principal
amount of up to $225 million. Borrowings under the new senior secured credit
facility will bear interest at a rate generally equal to the (a) prime rate plus
4% or (b) the Libor rate plus 6.5% per annum, each of which will increase by
0.75% per annum commencing on June 30, 2001 and each fiscal quarter thereafter.
We have paid certain fees and issued warrants to the lenders in connection with
this facility. All outstanding amounts under this facility must be repaid in
full by June 30, 2002, at which time we expect to seek to replace this facility.

     No amounts were outstanding under this credit facility as of September 30,
2000. We currently intend to use this new facility for working capital, the
purchase and acquisition of telecommunications assets and general corporate
purposes. The new senior credit facility is secured by a lien against all of our
assets.

                                 LEGAL MATTERS

     The validity of the common stock will be passed upon for us by Hale and
Dorr LLP, Boston, Massachusetts.

                                    EXPERTS

     Our consolidated financial statements as of December 31, 1998 and 1999 and
for each of the years in the three-year period ended December 31, 1999 have been
incorporated by reference in this prospectus in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act with respect to the shares to be
registered. This prospectus does not contain all the information set forth in
the registration statement. For further information with respect to us and the
shares to be registered, please refer to the registration statement and the
accompanying exhibits and schedules. Statements contained in this prospectus as
to the contents of any contract, agreement or other document are not necessarily
complete, and in each instance reference is made to the copy of each contract,
agreement or other document filed as an exhibit to the registration statement.

     You may read and copy all or any portion of the registration statement or
any reports, statements or other information we file at the SEC's public
reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.C.,
Washington, D.C. 20549 and at its regional offices located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You can request copies of these documents upon
payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our filings, including the registration statement, are also available to
you on the SEC's Internet site at www.sec.gov.

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and therefore we file reports, proxy statements and
other information with the SEC. You can inspect and copy the reports, proxy
statements and other information that we file at the public reference facilities
maintained by the SEC at the Public Reference Room, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's regional offices located at 7 World
Trade Center, Suite 1300, New York, New York, 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. You can also obtain copies of such material
from the

                                        3
<PAGE>   6

SEC's Public Reference Room at 450 Street, N.W., Washington, D.C. 20549, at
prescribed rates. The SEC also makes electronic filings publicly available on
its Web site within 24 hours of acceptance. Our common stock is quoted on the
Nasdaq National Market under the trading symbol "NPLS."

                    INCORPORATION OF DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities:

     (a) Annual Report on Form 10-K for the year ended December 31, 1999;

     (b) The description of our common stock contained in our Registration
         Statement on Form 8-A filed with the SEC on June 9, 1999; and

     (c) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
         and June 30, 2000.

     You may request a copy of these filings at no cost, by writing or
telephoning the office of the treasurer, Network Plus, 234 Copeland Street,
Quincy, MA 02169, telephone number (617) 786-4000.

                                        4
<PAGE>   7

             ------------------------------------------------------
             ------------------------------------------------------
     No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

<PAGE>   8

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the various expenses, all of which will be
borne by the Registrant, in connection with the registration of the shares of
common stock. All amounts shown are estimates.

<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $    2,277
Nasdaq National Market additional listing fee...............       1,000
Transfer Agent and Registrar fees...........................       1,000
Accounting fees and expenses................................       2,000
Legal fees and expenses.....................................      15,000
Printing and mailing expenses...............................       5,000
Miscellaneous...............................................       1,000
                                                              ----------
     Total..................................................  $   27,277
                                                              ----------
</TABLE>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may, in advance of the final action of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's by-law, agreement, vote or otherwise.

     In accordance with Section 145 of the DGCL, Article Eighth of our
Certificate of Incorporation (the "Certificate") provides that we shall
indemnify each person who is or was a director, officer or employee of the
Company (including the heirs, executors, administrators or estate of such
person) or is or was serving at the our request as director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise,
to the fullest extent permitted under the DGCL or any successor statute. The
indemnification provided by the Certificate shall not be deemed exclusive of any
other rights to which any of those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a

                                      II-1
<PAGE>   9

director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. We will pay expenses
(including attorneys' fees) incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding upon receipt of an
undertaking by or on behalf of the indemnified person to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified
by us. The Certificate further provides that a director of the Company shall not
be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to us or our stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. If the DGCL is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL as so amended.

     We have obtained insurance on behalf of our directors, officers, employees
and agents against any liabilities asserted against such persons arising out of
such capacities.

                                      II-2
<PAGE>   10

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                   DESCRIPTION
-------                                 -----------
<S>        <C>  <C>
  4.1(1)   --   Form of Common Stock Certificate
  5        --   Opinion of Hale and Dorr LLP.
 23.1      --   Consent of PricewaterhouseCoopers LLP.
 23.2      --   Consent of Hale and Dorr LLP (included in their opinion
                filed as Exhibit 5).
 24        --   Power of Attorney (included on the signature page of this
                registration statement).
</TABLE>

---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
    S-1 (File No. 333-79479).

     (b) Financial Statement Schedules:

     All schedules have been omitted because they are not applicable or
not required.

                                      II-3
<PAGE>   11

ITEM 17.  UNDERTAKINGS

     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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrants
pursuant to the provisions described under Item 15 above, 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 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 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.

     The undersigned registrant hereby further undertakes, to the extent
required by the rules and regulations of the Securities and Exchange Commission,
that:

          (1) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus 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; and

          (2) 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.

                                      II-4
<PAGE>   12


                        SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Quincy, State of Massachusetts, on October 23, 2000.

                                        NETWORK PLUS CORP.

                                        By:  /s/ James J. Crowley
                                            ------------------------------------
                                            James J. Crowley
                                            Executive Vice President, Chief
                                            Operating Officer and Secretary

     We, the undersigned officers and directors of Network Plus Corp., hereby
severally constitute and appoint Robert T. Hale, Jr., James J. Crowley, Robert
J. Cobuzzi and Jeffrey N. Carp, 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 indicates below, the Registration Statement on
Form S-3 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and any subsequent Registration
Statement for the same offering which may be filed under Rule 462(b), and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable Network Plus Corp. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto or to any subsequent
Registration Statement for the same offering which may be filed under Rule
462(b).

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to Registration Statement on Form S-3 has been signed below by
the following persons, in the capacities indicated, as of October 23, 2000.

<TABLE>
<CAPTION>
                        NAME                           TITLE
                        ----                           -----
<S>                                                    <C>

 /s/ Robert T. Hale                                    Chairman of the Board
-----------------------------------------------------
Robert T. Hale

 /s/ Robert T. Hale, Jr.                               President, Chief Executive Officer and
-----------------------------------------------------    Director (Principal Executive Officer)
Robert T. Hale, Jr.

 /s/ James J. Crowley                                  Executive Vice President, Chief Operating
-----------------------------------------------------    Officer, Secretary and Director
James J. Crowley

 /s/ Robert J. Cobuzzi                                 Executive Vice President of Finance, Chief
-----------------------------------------------------    Financial Officer and Treasurer (Principal
Robert J. Cobuzzi                                        Financial and Accounting Officer)

 /s/ David D. Martin                                   Director
-----------------------------------------------------
David D. Martin

                                                       Director
-----------------------------------------------------
Joseph C. McNay
</TABLE>

                                      II-5
<PAGE>   13

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                   DESCRIPTION
-------                                 -----------
<S>        <C>  <C>
  4.1(1)   --   Form of Common Stock Certificate
  5        --   Opinion of Hale and Dorr LLP.
 23.1      --   Consent of PricewaterhouseCoopers LLP.
 23.2      --   Consent of Hale and Dorr LLP (included in their opinion
                filed as Exhibit 5).
 24        --   Power of Attorney (included on the signature page of this
                registration statement).
</TABLE>

---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
    S-1 (File No. 333-79479).



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