<PAGE>

          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2000
                                                      REGISTRATION NO. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                               COMMERCE ONE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


      DELAWARE                  1600 RIVIERA AVENUE               68-0322810
(STATE OF INCORPORATION)   WALNUT CREEK, CALIFORNIA 94596     (I.R.S. EMPLOYER
                          (ADDRESS, INCLUDING ZIP CODE, OF   IDENTIFICATION NO.)
                         REGISTRANT'S PRINCIPAL EXECUTIVE
                                     OFFICES)

                       1999 NONSTATUTORY STOCK OPTION PLAN


                            (FULL TITLE OF THE PLAN)

                                ROBERT M. TARKOFF
            VICE PRESIDENT, CORPORATE DEVELOPMENT AND GENERAL COUNSEL
                               COMMERCE ONE, INC.
                               1600 RIVIERA AVENUE
                         WALNUT CREEK, CALIFORNIA 94596
                                 (925) 941-6000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                              DAVID J. SEGRE, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
                                                                                   PROPOSED
                TITLE OF SECURITIES TO                        AMOUNT                MAXIMUM          PROPOSED         AMOUNT OF
                    BE REGISTERED                             TO BE             OFFERING PRICE   MAXIMUM AGGREGATE  REGISTRATION
                                                            REGISTERED            PER SHARE       OFFERING PRICE         FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                     <C>              <C>                 <C>
Common Stock, $.0001 par value                          500,000 shares (1)      $195.5625 (2)    $97,781,250.00(2)   $25,815.00
==================================================================================================================================
</TABLE>

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable by reason of any stock dividend, stock
      split, recapitalization or other similar transaction effected without the
      receipt of consideration which results in an increase in the number of the
      outstanding shares of Common Stock.

(2)   With respect to 500,000 shares of Common Stock available for future grant
      under the 1999 Nonstatutory Stock Option Plan, the estimated Proposed
      Maximum Offering Price Per Share was determined pursuant to Rule 457(h) to
      be the average of the high and low price reported on the Nasdaq Stock
      Market on March 21, 2000, which average was $195.5625 per share.

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

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

       There are hereby incorporated by reference into this Registration
Statement and into the Prospectuses relating to this Registration Statement
pursuant to Rule 428 the following documents and information previously filed
with the Securities and Exchange Commission (the "Commission"):

       1.     The Registrant's Current Report on Form 8-K/A, filed with the
              Commission on March 22, 2000.

       2.     The Registrant's Current Report on Form 8-K, filed with the
              Commission on February 2, 2000.

       3.     The Registrant's Current Report on Form 8-K/A, filed with the
              Commission on January 25, 2000.

       4.     The Registrant's Current Report on Form 8-K, filed with the
              Commission on January 20, 2000.

       5.     The Registrant's Current Report on Form 8-K, filed with the
              Commission on November 24, 1999.

       6.     The Registrant's Quarterly Report on Form 10-Q for the period
              ending September 30, 1999.

       7.     The Registrant's Prospectus, filed with the Commission on July 2,
              1999, pursuant to Rule 424(b) promulgated under the Securities Act
              of 1933, as amended (the "Securities Act").

       8.     The Registrant's Quarterly Report on Form 10-Q, for the period
              ending June 30, 1999.

       9.     The description of Registrant's Common Stock contained in
              Registrant's Registration Statement on Form 8-A filed with the
              Commission on June 21, 1999.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

                                       1
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       The validity of the common stock in this offering will be passed upon for
Commerce One by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo
Alto, California. As of the date of this registration statement, investment
partnerships composed of certain current and former members of and persons
associated with Wilson Sonsini Goodrich & Rosati, as well as certain individual
attorneys of this firm, beneficially own an aggregate of approximately 87,000
shares of Commerce One common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

       Article IX of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.

       Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interest of the Registrant, and, in any criminal action or
proceeding, the indemnified party had no reason to believe his or her conduct
was unlawful.

       The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number                                              Document
--------------  ----------------------------------------------------------------
<S>             <C>
    4.1*        Specimen Common Stock Certificate

    5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation ("WSGR"), as to legality of securities being
                registered

   10.1         Registrant's 1999 Nonstatutory Stock Option Plan

   23.1         Consent of Ernst & Young LLP, Independent Auditors

   23.2         Consent of PricewaterhouseCoopers LLP, Independent Accountants

   23.3         Consent of WSGR (contained in Exhibit 5.1)

   24.1         Power of Attorney (see page 4)

</TABLE>
----------------------

                                       2
<PAGE>

(*)    Previously filed as an exhibit to Registrant's Registration Statement on
       Form S-1 declared effective on July 1, 1999.

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, as amended (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
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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the items described in Item 6 of Part II of this
Registration Statement, 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 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.

                                       3
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Commerce One, Inc., 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 Walnut Creek, state of California, on the 24th
day of March, 2000.

                                     Commerce One, Inc.

                                     By:   /s/ Mark B. Hoffman
                                        ----------------------------------------
                                           Mark B. Hoffman
                                           President, Chief Executive Officer
                                           and Chairman of the Board

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark B. Hoffman and Robert M. Tarkoff and each of
them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and 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, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement.

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

<TABLE>
<CAPTION>

               SIGNATURE                                     TITLE                                   DATE
--------------------------------------    -------------------------------------------     ----------------------------
<S>                                       <C>                                                       <C>
/s/ Mark B. Hoffman                       Chief Executive Officer and Chairman of the               March 24, 2000
-----------------------------------         Board (Principal Executive Officer)
 Mark B. Hoffman


/s/ Peter F. Pervere                      Vice President and Chief Financial Officer                 March 24, 2000
-----------------------------------         (Principal Financial and Accounting
 Peter F. Pervere                           Officer)



/s/ Robert M. Kimmitt                     President and Vice Chairman of the Board                   March 24, 2000
-----------------------------------
 Robert M. Kimmitt


/s/ John V. Balen                         Director                                                   March 24, 2000
-----------------------------------
 John V. Balen


/s/ William B. Elmore                     Director                                                   March 24, 2000
-----------------------------------
 William B. Elmore


/s/ Kenneth C. Gardner                    Director                                                   March 27, 2000
-----------------------------------
 Kenneth C. Gardner

                                       4
<PAGE>

/s/ Thomas Gonzales                       Director                                                   March 24, 2000
-----------------------------------
 Thomas Gonzales


/s/ William J. Harding                    Director                                                   March 24, 2000
-----------------------------------
 William J. Harding


/s/ David H. J. Furniss                   Director                                                   March 24, 2000
-----------------------------------
 David H. J. Furniss


/s/ Jay M. Tenenbaum                      Director                                                   March 23, 2000
-----------------------------------
 Jay M. Tenenbaum


/s/ Jeffrey T. Webber                     Director                                                   March 24, 2000
-----------------------------------
 Jeffrey T. Webber


/s/ Noriyoshi Osumi
-----------------------------------
 Noriyoshi Osumi                          Director                                                   March 24, 2000

</TABLE>



                                       5
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number                                      Document
-------------   ----------------------------------------------------------------
<S>             <C>
    4.1*        Specimen Common Stock Certificate

    5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation ("WSGR"), as to legality of securities being
                registered

   10.1         Registrant's 1999 Nonstatutory Stock Option Plan

   23.1         Consent of Ernst & Young LLP, Independent Auditors

   23.2         Consent of PricewaterhouseCoopers LLP, Independent Accountants

   23.3         Consent of WSGR (contained in Exhibit 5.1)

   24.1         Power of Attorney (see page 4)

</TABLE>
----------------------
(*)    Previously filed as an exhibit to Registrant's Registration Statement on
       Form S-1 (File No. 333-76987), declared effective on July 1, 1999.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17118}]
{"company-data": {"conformed-name": "COMMERCE ONE INC", "cik": "0001069450", "assigned-sic": "7373", "irs-number": "680322810", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33328", "film-number": "579821"}, "business-address": {"street1": "1600 RIVIERA AVE", "street2": "SUITE 200", "city": "WALNUT CREEK", "state": "CA", "zip": "94596", "phone": "9259416000"}, "mail-address": {"street1": "1600 RIVIERA AVE", "city": "WALNUT CREEK", "state": "CA", "zip": "94596"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2000
                                                      REGISTRATION NO. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                               COMMERCE ONE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                  1600 RIVIERA AVENUE               68-0322810
(STATE OF INCORPORATION)   WALNUT CREEK, CALIFORNIA 94596     (I.R.S. EMPLOYER
                          (ADDRESS, INCLUDING ZIP CODE, OF   IDENTIFICATION NO.)
                         REGISTRANT'S PRINCIPAL EXECUTIVE
                                     OFFICES)

                       1999 NONSTATUTORY STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

                                ROBERT M. TARKOFF
            VICE PRESIDENT, CORPORATE DEVELOPMENT AND GENERAL COUNSEL
                               COMMERCE ONE, INC.
                               1600 RIVIERA AVENUE
                         WALNUT CREEK, CALIFORNIA 94596
                                 (925) 941-6000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                              DAVID J. SEGRE, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                                   PROPOSED
                TITLE OF SECURITIES TO                        AMOUNT                MAXIMUM          PROPOSED         AMOUNT OF
                    BE REGISTERED                             TO BE             OFFERING PRICE   MAXIMUM AGGREGATE  REGISTRATION
                                                            REGISTERED            PER SHARE       OFFERING PRICE         FEE
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.0001 par value                          500,000 shares (1)      $195.5625 (2)    $97,781,250.00(2)   $25,815.00
==================================================================================================================================
(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable by reason of any stock dividend, stock
      split, recapitalization or other similar transaction effected without the
      receipt of consideration which results in an increase in the number of the
      outstanding shares of Common Stock.

(2)   With respect to 500,000 shares of Common Stock available for future grant
      under the 1999 Nonstatutory Stock Option Plan, the estimated Proposed
      Maximum Offering Price Per Share was determined pursuant to Rule 457(h) to
      be the average of the high and low price reported on the Nasdaq Stock
      Market on March 21, 2000, which average was $195.5625 per share.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

       There are hereby incorporated by reference into this Registration
Statement and into the Prospectuses relating to this Registration Statement
pursuant to Rule 428 the following documents and information previously filed
with the Securities and Exchange Commission (the "Commission"):

       1.     The Registrant's Current Report on Form 8-K/A, filed with the
              Commission on March 22, 2000.

       2.     The Registrant's Current Report on Form 8-K, filed with the
              Commission on February 2, 2000.

       3.     The Registrant's Current Report on Form 8-K/A, filed with the
              Commission on January 25, 2000.

       4.     The Registrant's Current Report on Form 8-K, filed with the
              Commission on January 20, 2000.

       5.     The Registrant's Current Report on Form 8-K, filed with the
              Commission on November 24, 1999.

       6.     The Registrant's Quarterly Report on Form 10-Q for the period
              ending September 30, 1999.

       7.     The Registrant's Prospectus, filed with the Commission on July 2,
              1999, pursuant to Rule 424(b) promulgated under the Securities Act
              of 1933, as amended (the "Securities Act").

       8.     The Registrant's Quarterly Report on Form 10-Q, for the period
              ending June 30, 1999.

       9.     The description of Registrant's Common Stock contained in
              Registrant's Registration Statement on Form 8-A filed with the
              Commission on June 21, 1999.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

                                       1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       The validity of the common stock in this offering will be passed upon for
Commerce One by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo
Alto, California. As of the date of this registration statement, investment
partnerships composed of certain current and former members of and persons
associated with Wilson Sonsini Goodrich & Rosati, as well as certain individual
attorneys of this firm, beneficially own an aggregate of approximately 87,000
shares of Commerce One common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

       Article IX of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.

       Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interest of the Registrant, and, in any criminal action or
proceeding, the indemnified party had no reason to believe his or her conduct
was unlawful.

       The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8.  EXHIBITS
Exhibit
Number                                              Document
--------------  ----------------------------------------------------------------
4.1*        Specimen Common Stock Certificate

    5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation ("WSGR"), as to legality of securities being
                registered

   10.1         Registrant's 1999 Nonstatutory Stock Option Plan

   23.1         Consent of Ernst & Young LLP, Independent Auditors

   23.2         Consent of PricewaterhouseCoopers LLP, Independent Accountants

   23.3         Consent of WSGR (contained in Exhibit 5.1)

   24.1         Power of Attorney (see page 4)
----------------------

                                       2
(*)    Previously filed as an exhibit to Registrant's Registration Statement on
       Form S-1 declared effective on July 1, 1999.

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, as amended (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
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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the items described in Item 6 of Part II of this
Registration Statement, 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 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.

                                       3
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Commerce One, Inc., 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 Walnut Creek, state of California, on the 24th
day of March, 2000.

                                     Commerce One, Inc.

                                     By:   /s/ Mark B. Hoffman
                                        ----------------------------------------
                                           Mark B. Hoffman
                                           President, Chief Executive Officer
                                           and Chairman of the Board

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark B. Hoffman and Robert M. Tarkoff and each of
them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and 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, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                     TITLE                                   DATE
--------------------------------------    -------------------------------------------     ----------------------------
/s/ Mark B. Hoffman                       Chief Executive Officer and Chairman of the               March 24, 2000
-----------------------------------         Board (Principal Executive Officer)
 Mark B. Hoffman

/s/ Peter F. Pervere                      Vice President and Chief Financial Officer                 March 24, 2000
-----------------------------------         (Principal Financial and Accounting
 Peter F. Pervere                           Officer)

/s/ Robert M. Kimmitt                     President and Vice Chairman of the Board                   March 24, 2000
-----------------------------------
 Robert M. Kimmitt

/s/ John V. Balen                         Director                                                   March 24, 2000
-----------------------------------
 John V. Balen

/s/ William B. Elmore                     Director                                                   March 24, 2000
-----------------------------------
 William B. Elmore

/s/ Kenneth C. Gardner                    Director                                                   March 27, 2000
-----------------------------------
 Kenneth C. Gardner

                                       4
/s/ Thomas Gonzales                       Director                                                   March 24, 2000
-----------------------------------
 Thomas Gonzales

/s/ William J. Harding                    Director                                                   March 24, 2000
-----------------------------------
 William J. Harding

/s/ David H. J. Furniss                   Director                                                   March 24, 2000
-----------------------------------
 David H. J. Furniss

/s/ Jay M. Tenenbaum                      Director                                                   March 23, 2000
-----------------------------------
 Jay M. Tenenbaum

/s/ Jeffrey T. Webber                     Director                                                   March 24, 2000
-----------------------------------
 Jeffrey T. Webber

/s/ Noriyoshi Osumi
-----------------------------------
 Noriyoshi Osumi                          Director                                                   March 24, 2000
5
INDEX TO EXHIBITS
Exhibit
Number                                      Document
-------------   ----------------------------------------------------------------
4.1*        Specimen Common Stock Certificate

    5.1         Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation ("WSGR"), as to legality of securities being
                registered

   10.1         Registrant's 1999 Nonstatutory Stock Option Plan

   23.1         Consent of Ernst & Young LLP, Independent Auditors

   23.2         Consent of PricewaterhouseCoopers LLP, Independent Accountants

   23.3         Consent of WSGR (contained in Exhibit 5.1)

   24.1         Power of Attorney (see page 4)
----------------------
(*)    Previously filed as an exhibit to Registrant's Registration Statement on
       Form S-1 (File No. 333-76987), declared effective on July 1, 1999.