As filed with the Securities and Exchange Commission on September 29, 2000
File No. 333-________

          The following documents are incorporated by reference into this Registration Statement and are deemed to be a part hereof from the date of the filing of such documents:

                        Not Applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

                        Not Applicable.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant's Articles of Incorporation and Bylaws provide that the Registrant may indemnify its officers, directors, employees and agents for any liability or expense incurred in connection with threatened, pending or completed actions, suits or proceedings to which the officer, director, employee or agent was a party by reason of being an officer, director, employee or agent of the Registrant and provided that he acted in good faith and reasonably believed, in the case of conduct in his official capacity, that such conduct was in the best interest of the Registrant, and in all other cases, that such conduct was at least not opposed to the best interests of the Registrant, and in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. The Registrant's Bylaws allow for the advancement of expenses for the defense of such claims or actions. The Registrant's Bylaws obligate the Registrant, under certain circumstances, to advance expenses to its directors, officers, agents and employees in defending an action, suit or proceeding for which indemnification may be sought. Such indemnification may be available for liabilities arising in connection with this Offering. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed 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.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

                        Not Applicable.

ITEM 8.          EXHIBITS

                      The exhibits included as part of this Registration Statement are as follows:

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, 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.

                       (b)     The undersigned 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 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                      (c)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 Act and will be governed by the final adjudication of such issue.

          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 Atlanta, State of Georgia, on September 29, 2000.

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan R. Abrams as attorneys-in-fact, having the power of substitution, for them in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on September 29, 2000.