<PAGE>

     As filed with the Securities and Exchange Commission on April 17, 2000
                                                           Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           -----------------------------
                             QUICKLOGIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                           -----------------------------

            DELAWARE                                            77-0188504
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
                             QUICKLOGIC CORPORATION
                               1277 ORLEANS DRIVE
                           SUNNYVALE, CALIFORNIA 94089
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                           -----------------------------

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                           -----------------------------
                                 E. THOMAS HART
                             CHIEF EXECUTIVE OFFICER
                             QUICKLOGIC CORPORATION
                               1277 ORLEANS DRIVE
                           SUNNYVALE, CALIFORNIA 94089
                                 (408) 990-4000
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                           -----------------------------
                                    COPY TO:
                                 AARON J. ALTER
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300
                           -----------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             PROPOSED
                                                                             MAXIMUM       PROPOSED MAXIMUM
                                                        AMOUNT TO BE      OFFERING PRICE       AGGREGATE           AMOUNT OF
        TITLE OF SECURITIES TO BE REGISTERED            REGISTERED(1)     PER SHARE (2)     OFFERING PRICE      REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                 <C>               <C>               <C>
Common Stock, $0.001 par value                            2,000,000          $ 22.1797        $ 44,359,400           $ 11,711
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Plan being registered pursuant
     to this Registration Statement by reason of any stock dividend, stock
     split, recapitalization or any other similar transaction effected without
     the receipt of consideration which results in an increase in the number of
     the Registrant's outstanding shares of Common Stock.
(2)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating
     the registration fee, whereby the estimated proposed maximum
     offering price per share is $22.1797 (85% of $26.0938, the average between
     the ask and bid price reported in the Nasdaq National Market on
     April 12, 2000).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are incorporated herein
by reference:

                  (a) The Registrant's prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, relating to the Registrant's
Registration Statement on Form S-1, as amended (SEC File No. 333-32852), on
April 13, 2000.

                  (b) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 as filed with the Commission on March 30, 2000.

                  (c) The description of the Company's common stock which is
contained in the Company's Registration Statement on Form 8-A filed with the
Commission on October 12, 1999 pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and any description of any
securities of the Registrant which is contained in any registration statement
filed after the date hereof under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating any such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities 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
of such 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.

         The Registrant's bylaws provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law. The
Registrant's bylaws allow the Registrant to enter into indemnification
agreements with its directors and officers and to purchase insurance for any
person whom the Registrant is required or permitted to indemnify. The Registrant
has obtained a policy of directors' and officers' liability insurance that
insures such persons against the cost of defense, settlement or payment of a
judgment under certain circumstances.

         The Registrant has entered into agreements with its directors and
executive officers regarding indemnification. Under these agreements, the
Registrant will indemnify them against amounts actually and reasonably incurred
in connection with an actual, or a threatened, proceeding if any of them may be
made a party because of their role as one of the Registrant's directors or
officers. The Registrant is obligated to pay these


                                      II-1
<PAGE>

amounts only if the officer or director acted in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the Registrant's best
interests. With respect to any criminal proceeding, the Registrant is obligated
to pay these amounts only if the officer or director had no reasonable cause to
believe his or her conduct was unlawful. The indemnification agreements also set
forth procedures that will apply in the event of a claim for indemnification
thereunder.

         In addition, the Registrant's certificate of incorporation provides
that the liability of the Registrant's directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. This provision
does not eliminate a director's duty of care. Each director will continue to be
subject to liability for:

         -        breach of the director's duty of loyalty to the Registrant,

         -        acts or omissions not in good faith or involving intentional
                  misconduct or knowing violations of law,

         -        acts or omissions that the director believes to be contrary to
                  the Registrant's best interests or the Registrant's
                  stockholders,

         -        any transaction from which the director derived an improper
                  personal benefit,

         -        improper transactions between the director and the Registrant,
                  and

         -        for improper distributions to stockholders and loans to
                  directors and officers.

This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      II-2
<PAGE>

ITEM 8.           EXHIBITS.

      EXHIBIT
      NUMBER                          DESCRIPTION OF DOCUMENT
--------------------- ----------------------------------------------------------
         4.1*               Specimen Common Stock certificate of the Registrant.
         5.1                Opinion of Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation with respect to the
                            legality of the securities being registered.
        10.1*               1999 Employee Stock Purchase Plan.
        23.1                Consent of Independent Accountants.
        23.2                Consent of Counsel (contained in Exhibit 5.1).
        24.1                Power of Attorney (see page II-4).


    *Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-28833), declared effective on October 14, 1999, and
incorporated herein by reference.


                                      II-3
<PAGE>

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 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 (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.

                  (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 of 1933 and will be governed by the final adjudication of such
issue.





                  [Remainder of Page Intentionally Left Blank]


                                      II-4
<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 Sunnyvale, State of California, on April 17,
2000.

                                            By:  /s/ E. Thomas Hart
                                                --------------------------------
                                                 E. Thomas Hart
                                                 President and Chief Executive
                                                 Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints E.
Thomas Hart and Arthur O. Whipple jointly and severally, his attorneys-in-fact,
each with the power of substitution, for him 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
each of said attorney-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                   SIGNATURE                                       TITLE                             DATE
------------------------------------------------ ------------------------------------------ ------------------------
<S>                                              <C>                                        <C>
 /s/ E. Thomas Hart                              President, Chief Executive Officer and         April 17, 2000
------------------------------------------       Director (Principal Executive Officer)
             E. Thomas Hart

 /s/ Arthur O. Whipple                           Vice  President,  Finance,  Chief              April 17, 2000
------------------------------------------       Financial  Officer  and  Secretary
             Arthur O. Whipple                   (Principal Financial Officer)

 /s/ Irwin B. Federman                           Director                                       April 17, 2000
------------------------------------------
             Irwin B. Federman

 /s/ Hua-Thye Chua                               Director                                       April 17, 2000
------------------------------------------
             Hua-Thye Chua

 /s/ Donald P. Beadle                            Director                                       April 17, 2000
------------------------------------------
             Donald P. Beadle

                                                 Director
------------------------------------------
             Michael J. Callahan
</TABLE>


                                      II-5
<PAGE>

                                INDEX TO EXHIBITS

      EXHIBIT
       NUMBER                               DESCRIPTION OF DOCUMENT
--------------------- ----------------------------------------------------------
         4.1*               Specimen Common Stock certificate of the Registrant.
         5.1                Opinion of Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation with respect to the
                            legality of the securities being registered.
        10.1*               1999 Employee Stock Purchase Plan.
        23.1                Consent of Independent Accountants.
        23.2                Consent of Counsel (contained in Exhibit 5.1).
        24.1                Power of Attorney (see page II-4).


    *Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-28833), declared effective on October 14, 1999, and
incorporated herein by reference.


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18132}]
{"company-data": {"conformed-name": "QUICKLOGIC CORPORATION", "cik": "0000882508", "assigned-sic": "3674", "irs-number": "770188504", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34902", "film-number": "602721"}, "business-address": {"street1": "1277 ORLEANS DR", "city": "SUNNYVALE", "state": "CA", "zip": "94089-1138", "phone": "4089904000"}, "mail-address": {"street1": "1277 ORLEANS DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089-1138"}}
As filed with the Securities and Exchange Commission on April 17, 2000
                                                           Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           -----------------------------
                             QUICKLOGIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                           -----------------------------

            DELAWARE                                            77-0188504
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
                             QUICKLOGIC CORPORATION
                               1277 ORLEANS DRIVE
                           SUNNYVALE, CALIFORNIA 94089
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                           -----------------------------

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                           -----------------------------
                                 E. THOMAS HART
                             CHIEF EXECUTIVE OFFICER
                             QUICKLOGIC CORPORATION
                               1277 ORLEANS DRIVE
                           SUNNYVALE, CALIFORNIA 94089
                                 (408) 990-4000
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                           -----------------------------
                                    COPY TO:
                                 AARON J. ALTER
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300
                           -----------------------------

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             PROPOSED
                                                                             MAXIMUM       PROPOSED MAXIMUM
                                                        AMOUNT TO BE      OFFERING PRICE       AGGREGATE           AMOUNT OF
        TITLE OF SECURITIES TO BE REGISTERED            REGISTERED(1)     PER SHARE (2)     OFFERING PRICE      REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value                            2,000,000          $ 22.1797        $ 44,359,400           $ 11,711
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Plan being registered pursuant
     to this Registration Statement by reason of any stock dividend, stock
     split, recapitalization or any other similar transaction effected without
     the receipt of consideration which results in an increase in the number of
     the Registrant's outstanding shares of Common Stock.
(2)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating
     the registration fee, whereby the estimated proposed maximum
     offering price per share is $22.1797 (85% of $26.0938, the average between
     the ask and bid price reported in the Nasdaq National Market on
     April 12, 2000).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are incorporated herein
by reference:

                  (a) The Registrant's prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, relating to the Registrant's
Registration Statement on Form S-1, as amended (SEC File No. 333-32852), on
April 13, 2000.

                  (b) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 as filed with the Commission on March 30, 2000.

                  (c) The description of the Company's common stock which is
contained in the Company's Registration Statement on Form 8-A filed with the
Commission on October 12, 1999 pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and any description of any
securities of the Registrant which is contained in any registration statement
filed after the date hereof under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating any such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities 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
of such 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.

         The Registrant's bylaws provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law. The
Registrant's bylaws allow the Registrant to enter into indemnification
agreements with its directors and officers and to purchase insurance for any
person whom the Registrant is required or permitted to indemnify. The Registrant
has obtained a policy of directors' and officers' liability insurance that
insures such persons against the cost of defense, settlement or payment of a
judgment under certain circumstances.

         The Registrant has entered into agreements with its directors and
executive officers regarding indemnification. Under these agreements, the
Registrant will indemnify them against amounts actually and reasonably incurred
in connection with an actual, or a threatened, proceeding if any of them may be
made a party because of their role as one of the Registrant's directors or
officers. The Registrant is obligated to pay these

                                      II-1
amounts only if the officer or director acted in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the Registrant's best
interests. With respect to any criminal proceeding, the Registrant is obligated
to pay these amounts only if the officer or director had no reasonable cause to
believe his or her conduct was unlawful. The indemnification agreements also set
forth procedures that will apply in the event of a claim for indemnification
thereunder.

         In addition, the Registrant's certificate of incorporation provides
that the liability of the Registrant's directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. This provision
does not eliminate a director's duty of care. Each director will continue to be
subject to liability for:

         -        breach of the director's duty of loyalty to the Registrant,

         -        acts or omissions not in good faith or involving intentional
                  misconduct or knowing violations of law,

         -        acts or omissions that the director believes to be contrary to
                  the Registrant's best interests or the Registrant's
                  stockholders,

         -        any transaction from which the director derived an improper
                  personal benefit,

         -        improper transactions between the director and the Registrant,
                  and

         -        for improper distributions to stockholders and loans to
                  directors and officers.

This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2
ITEM 8.           EXHIBITS.

      EXHIBIT
      NUMBER                          DESCRIPTION OF DOCUMENT
--------------------- ----------------------------------------------------------
         4.1*               Specimen Common Stock certificate of the Registrant.
         5.1                Opinion of Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation with respect to the
                            legality of the securities being registered.
        10.1*               1999 Employee Stock Purchase Plan.
        23.1                Consent of Independent Accountants.
        23.2                Consent of Counsel (contained in Exhibit 5.1).
        24.1                Power of Attorney (see page II-4).

    *Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-28833), declared effective on October 14, 1999, and
incorporated herein by reference.

                                      II-3
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 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 (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.

                  (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 of 1933 and will be governed by the final adjudication of such
issue.

                  [Remainder of Page Intentionally Left Blank]

                                      II-4
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 Sunnyvale, State of California, on April 17,
2000.

                                            By:  /s/ E. Thomas Hart
                                                --------------------------------
                                                 E. Thomas Hart
                                                 President and Chief Executive
                                                 Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints E.
Thomas Hart and Arthur O. Whipple jointly and severally, his attorneys-in-fact,
each with the power of substitution, for him 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
each of said attorney-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE                                       TITLE                             DATE
------------------------------------------------ ------------------------------------------ ------------------------
/s/ E. Thomas Hart                              President, Chief Executive Officer and         April 17, 2000
------------------------------------------       Director (Principal Executive Officer)
             E. Thomas Hart

 /s/ Arthur O. Whipple                           Vice  President,  Finance,  Chief              April 17, 2000
------------------------------------------       Financial  Officer  and  Secretary
             Arthur O. Whipple                   (Principal Financial Officer)

 /s/ Irwin B. Federman                           Director                                       April 17, 2000
------------------------------------------
             Irwin B. Federman

 /s/ Hua-Thye Chua                               Director                                       April 17, 2000
------------------------------------------
             Hua-Thye Chua

 /s/ Donald P. Beadle                            Director                                       April 17, 2000
------------------------------------------
             Donald P. Beadle

                                                 Director
------------------------------------------
             Michael J. Callahan
II-5
INDEX TO EXHIBITS

      EXHIBIT
       NUMBER                               DESCRIPTION OF DOCUMENT
--------------------- ----------------------------------------------------------
         4.1*               Specimen Common Stock certificate of the Registrant.
         5.1                Opinion of Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation with respect to the
                            legality of the securities being registered.
        10.1*               1999 Employee Stock Purchase Plan.
        23.1                Consent of Independent Accountants.
        23.2                Consent of Counsel (contained in Exhibit 5.1).
        24.1                Power of Attorney (see page II-4).

    *Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-28833), declared effective on October 14, 1999, and
incorporated herein by reference.

                                      II-6