<PAGE>

      As filed with the Securities and Exchange Commission on August 2, 2000
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              CLICK2LEARN.COM, INC.
                   (FORMERLY ASYMETRIX LEARNING SYSTEMS, INC.)
             (Exact Name of Registrant as Specified in Its Charter)

                   DELAWARE                                  91-1276003
                   --------                                  ----------
        (State or Other Jurisdiction                      (I.R.S. Employer
      of Incorporation or Organization)                   Identification No.)

                               110-110TH AVENUE NE
                           BELLEVUE, WASHINGTON 98004
                                 (425) 462-0501
   (Address and Telephone Number of Registrant's Principal Executive Offices)

                CLICK2LEARN.COM, INC. 1998 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

                                 JOHN D. ATHERLY
     VICE PRESIDENT, FINANCE AND ADMINISTRATION AND CHIEF FINANCIAL OFFICER
                              CLICK2LEARN.COM, INC.
                               110-110TH AVENUE NE
                           BELLEVUE, WASHINGTON 98004
                                 (425) 462-0501
            (Name, Address and Telephone Number of Agent For Service)

                                   COPIES TO:

                               EDMUND O. BELSHEIM
                                DANIEL F. VAUGHN
                                DOUGLAS M. WALKER
                                PERKINS COIE LLP
                          1201 THIRD AVENUE, SUITE 4800
                         SEATTLE, WASHINGTON 98101-3099
                                 (206) 583-8888

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

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

                                              AMOUNT         PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
                                              TO BE         OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)            SHARE                  PRICE               FEE
<S>                                        <C>              <C>                   <C>                     <C>
Common Stock, $0.01 par value              1,500,000 (2)       $17.125 (3)          $25,687,500 (3)        $6,781.50

</TABLE>


(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the 1998 Equity Incentive Plan as the result of any future stock split,
     stock dividend or similar adjustment of Registrant's outstanding Common
     Stock.

(2)  Additional shares available for grant and not yet subject to outstanding
     options as of May 25, 2000 under the 1998 Equity Incentive Plan.

(3)  Estimated solely for the purpose of calculating the registration in
     accordance with Rule 457(c) of the Securities Act of 1933, based on the
     average of the high and low prices of the Registrant's Common Stock as
     reported by the Nasdaq National Market on July 26, 2000.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1999, filed on March 30, 2000, pursuant to Section 13(a)
          of Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          which Annual Report contains audited financial statements for the year
          ended December 31, 1999.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000, filed on May 15, 2000, pursuant to Section 13(a) of
          the Exchange Act.

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A originally filed on
          May 19, 1998 and declared effective June 12, 1988 under Section 12(g)
          of the Securities Exchange Act, including any amendment or report
          filed for the purpose of updating such description.

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

     As permitted by the Delaware General Corporation Law (the "DGCL"), the
Registrant's Amended and Restated Certificate of Incorporation includes a
provision that eliminates the personal liability of its directors 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 the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under section 174 of
the DGCL (regarding unlawful dividends and stock purchases) or (iv) for any
transaction from which the director derived an improper personal benefit.

     As permitted by the DGCL, the Registrant's Bylaws provide that (i) the
Registrant is required to indemnify its directors and officers to the fullest
extent permitted by the DGCL, subject to certain very limited exceptions, (ii)
the Registrant may indemnify its other employees and agents to the extent that
it indemnifies its officers and directors, unless otherwise required by law, its
Amended and Restated Certificate of Incorporation, its Bylaws or agreements,
(iii) the Registrant is required to advance expenses, as incurred, to its
directors and executive officers in connection with a legal proceeding to the
fullest extent permitted by the DGCL, subject to certain very limited exceptions
and (iv) the rights conferred in the Bylaws are not exclusive.

     The Registrant has entered into Indemnification Agreements with each of its
current directors and executive officers to give such directors and officers
additional contractual assurances regarding the scope of the


<PAGE>

indemnification set forth in the Registrant's Amended and Restated Certificate
of Incorporation and Bylaws and to provide additional procedural protections. At
present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is sought,
nor is the Registrant aware of any threatened litigation that may result in
claims for indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

      Exhibit No.                      Description
      -----------                      -----------
         4.01     Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.04 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-49037 ("Form S-1")).

         4.02     Registrant's Bylaws (incorporated herein by reference to
                  Exhibit 3.06 of the Form S-1).

         4.03     Registrant's 1998 Equity Incentive Plan as amended.

         5.01     Opinion of Perkins Coie LLP.

         23.01    Consent of Perkins Coie LLP (included in opinion filed as
                  Exhibit 5.01).

         23.02    Consent of KPMG LLP.

         24.01    Power of Attorney (see page 5).

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement; and

          (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

          PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.

<PAGE>

     (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.

     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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

     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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 hereby, 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.


<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Bellevue, State of Washington, on this 1st day of
August 2000.

                                       CLICK2LEARN.COM, INC.

                                       By: /s/ Kevin Oakes
                                           ------------------------------------
                                           Kevin Oakes
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Kevin Oakes and John D. Atherly, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done or by
virtue hereof.

     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>

           Name                                               Title                                 Date
           ----                                               -----                                 -----
<S>                                                           <C>                                   <C>
PRINCIPAL EXECUTIVE OFFICER:


/s/ Kevin Oakes                                  President and Chief Executive Officer,            August 1, 2000
-------------------------------                  Director
Kevin Oakes

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:


/s/ John D. Atherly
-------------------------------                  Vice President, Finance and                       August 1, 2000
John D. Atherly                                  Administration and Chief Financial Officer

ADDITIONAL DIRECTORS:


/s/ Bert Kolde
-------------------------------                  Chairman of the Board                             August 1, 2000
Bert Kolde


/s/ James A. Billmaier
-------------------------------                  Vice Chairman                                     August 1, 2000
James A. Billmaier


<PAGE>

/s/ Sally Narodick
-------------------------------                  Director                                          August 1, 2000
Sally Narodick


/s/ Joseph DiNucci
-------------------------------                  Director                                          August 1, 2000
Joseph DiNucci


/s/ Ronald S. Posner
-------------------------------                  Director                                          August 1, 2000
Ronald S. Posner


/s/ Shelley Harrison, Ph.D.
-------------------------------                  Director                                          August 1, 2000
Shelley Harrison, Ph.D.


/s/ Jonathan D. Klein
-------------------------------                  Director                                          August 1, 2000
Jonathan D. Klein

</TABLE>


<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                             Description
-----------                             -----------

    4.01          Amended and Restated Certificate of Incorporation
                  (incorporated  herein by reference to Exhibit 3.04 of the
                  Form S-1).

    4.02          Registrant's Bylaws (incorporated herein by reference to
                  Exhibit 3.06 of the Form S-1).

    4.03          Registrant's 1998 Equity Incentive Plan as amended.

    5.01          Opinion of Perkins Coie LLP.

    23.01         Consent of Perkins Coie LLP (included in opinion filed as
                  Exhibit 5.01).

    23.02         Consent of KPMG LLP.

    24.01         Power of Attorney (see page 5).
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 17040}]
{"company-data": {"conformed-name": "CLICK2LEARN COM INC", "cik": "0001052327", "assigned-sic": "7371", "irs-number": "911276003", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42822", "film-number": "684262"}, "business-address": {"street1": "110 110TH AVE NE", "city": "BELLEVUE", "state": "WA", "zip": "98004", "phone": "4254620501"}, "mail-address": {"street1": "110 110TH AVE NE", "city": "BELLEVUE", "state": "WA", "zip": "98004"}, "former-company": {"former-conformed-name": "ASYMETRIX LEARNING SYSTEMS INC", "date-changed": "19980106"}}
As filed with the Securities and Exchange Commission on August 2, 2000
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              CLICK2LEARN.COM, INC.
                   (FORMERLY ASYMETRIX LEARNING SYSTEMS, INC.)
             (Exact Name of Registrant as Specified in Its Charter)

                   DELAWARE                                  91-1276003
                   --------                                  ----------
        (State or Other Jurisdiction                      (I.R.S. Employer
      of Incorporation or Organization)                   Identification No.)

                               110-110TH AVENUE NE
                           BELLEVUE, WASHINGTON 98004
                                 (425) 462-0501
   (Address and Telephone Number of Registrant's Principal Executive Offices)

                CLICK2LEARN.COM, INC. 1998 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

                                 JOHN D. ATHERLY
     VICE PRESIDENT, FINANCE AND ADMINISTRATION AND CHIEF FINANCIAL OFFICER
                              CLICK2LEARN.COM, INC.
                               110-110TH AVENUE NE
                           BELLEVUE, WASHINGTON 98004
                                 (425) 462-0501
            (Name, Address and Telephone Number of Agent For Service)

                                   COPIES TO:

                               EDMUND O. BELSHEIM
                                DANIEL F. VAUGHN
                                DOUGLAS M. WALKER
                                PERKINS COIE LLP
                          1201 THIRD AVENUE, SUITE 4800
                         SEATTLE, WASHINGTON 98101-3099
                                 (206) 583-8888

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------

                                              AMOUNT         PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
                                              TO BE         OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)            SHARE                  PRICE               FEE
Common Stock, $0.01 par value              1,500,000 (2)       $17.125 (3)          $25,687,500 (3)        $6,781.50
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the 1998 Equity Incentive Plan as the result of any future stock split,
     stock dividend or similar adjustment of Registrant's outstanding Common
     Stock.

(2)  Additional shares available for grant and not yet subject to outstanding
     options as of May 25, 2000 under the 1998 Equity Incentive Plan.

(3)  Estimated solely for the purpose of calculating the registration in
     accordance with Rule 457(c) of the Securities Act of 1933, based on the
     average of the high and low prices of the Registrant's Common Stock as
     reported by the Nasdaq National Market on July 26, 2000.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1999, filed on March 30, 2000, pursuant to Section 13(a)
          of Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          which Annual Report contains audited financial statements for the year
          ended December 31, 1999.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000, filed on May 15, 2000, pursuant to Section 13(a) of
          the Exchange Act.

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A originally filed on
          May 19, 1998 and declared effective June 12, 1988 under Section 12(g)
          of the Securities Exchange Act, including any amendment or report
          filed for the purpose of updating such description.

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

     As permitted by the Delaware General Corporation Law (the "DGCL"), the
Registrant's Amended and Restated Certificate of Incorporation includes a
provision that eliminates the personal liability of its directors 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 the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under section 174 of
the DGCL (regarding unlawful dividends and stock purchases) or (iv) for any
transaction from which the director derived an improper personal benefit.

     As permitted by the DGCL, the Registrant's Bylaws provide that (i) the
Registrant is required to indemnify its directors and officers to the fullest
extent permitted by the DGCL, subject to certain very limited exceptions, (ii)
the Registrant may indemnify its other employees and agents to the extent that
it indemnifies its officers and directors, unless otherwise required by law, its
Amended and Restated Certificate of Incorporation, its Bylaws or agreements,
(iii) the Registrant is required to advance expenses, as incurred, to its
directors and executive officers in connection with a legal proceeding to the
fullest extent permitted by the DGCL, subject to certain very limited exceptions
and (iv) the rights conferred in the Bylaws are not exclusive.

     The Registrant has entered into Indemnification Agreements with each of its
current directors and executive officers to give such directors and officers
additional contractual assurances regarding the scope of the
indemnification set forth in the Registrant's Amended and Restated Certificate
of Incorporation and Bylaws and to provide additional procedural protections. At
present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is sought,
nor is the Registrant aware of any threatened litigation that may result in
claims for indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

      Exhibit No.                      Description
      -----------                      -----------
         4.01     Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to Exhibit 3.04 of the
                  Registrant's Registration Statement on Form S-1, Registration
                  No. 333-49037 ("Form S-1")).

         4.02     Registrant's Bylaws (incorporated herein by reference to
                  Exhibit 3.06 of the Form S-1).

         4.03     Registrant's 1998 Equity Incentive Plan as amended.

         5.01     Opinion of Perkins Coie LLP.

         23.01    Consent of Perkins Coie LLP (included in opinion filed as
                  Exhibit 5.01).

         23.02    Consent of KPMG LLP.

         24.01    Power of Attorney (see page 5).

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement; and

          (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

          PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.

     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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

     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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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 hereby, 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Bellevue, State of Washington, on this 1st day of
August 2000.

                                       CLICK2LEARN.COM, INC.

                                       By: /s/ Kevin Oakes
                                           ------------------------------------
                                           Kevin Oakes
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Kevin Oakes and John D. Atherly, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done or by
virtue hereof.

     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.
Name                                               Title                                 Date
           ----                                               -----                                 -----
PRINCIPAL EXECUTIVE OFFICER:

/s/ Kevin Oakes                                  President and Chief Executive Officer,            August 1, 2000
-------------------------------                  Director
Kevin Oakes

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

/s/ John D. Atherly
-------------------------------                  Vice President, Finance and                       August 1, 2000
John D. Atherly                                  Administration and Chief Financial Officer

ADDITIONAL DIRECTORS:

/s/ Bert Kolde
-------------------------------                  Chairman of the Board                             August 1, 2000
Bert Kolde

/s/ James A. Billmaier
-------------------------------                  Vice Chairman                                     August 1, 2000
James A. Billmaier
/s/ Sally Narodick
-------------------------------                  Director                                          August 1, 2000
Sally Narodick

/s/ Joseph DiNucci
-------------------------------                  Director                                          August 1, 2000
Joseph DiNucci

/s/ Ronald S. Posner
-------------------------------                  Director                                          August 1, 2000
Ronald S. Posner

/s/ Shelley Harrison, Ph.D.
-------------------------------                  Director                                          August 1, 2000
Shelley Harrison, Ph.D.

/s/ Jonathan D. Klein
-------------------------------                  Director                                          August 1, 2000
Jonathan D. Klein
EXHIBIT INDEX

Exhibit No.                             Description
-----------                             -----------

    4.01          Amended and Restated Certificate of Incorporation
                  (incorporated  herein by reference to Exhibit 3.04 of the
                  Form S-1).

    4.02          Registrant's Bylaws (incorporated herein by reference to
                  Exhibit 3.06 of the Form S-1).

    4.03          Registrant's 1998 Equity Incentive Plan as amended.

    5.01          Opinion of Perkins Coie LLP.

    23.01         Consent of Perkins Coie LLP (included in opinion filed as
                  Exhibit 5.01).

    23.02         Consent of KPMG LLP.

    24.01         Power of Attorney (see page 5).