<PAGE>   1
    As filed with the Securities and Exchange Commission on February 22, 2001
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           ISTA PHARMACEUTICALS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

<TABLE>
<S>                                  <C>                                      <C>
              DELAWARE                   ISTA PHARMACEUTICALS, INC.                  75-0511729
  (STATE OR OTHER JURISDICTION OF    15279 ALTON PARKWAY, BUILDING 100            (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)             IRVINE, CA 92618                 IDENTIFICATION NUMBER)
                                              (949) 788-6000
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                           REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

</TABLE>

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

                                 1993 STOCK PLAN

                                 2000 STOCK PLAN

                        2000 EMPLOYEE STOCK PURCHASE PLAN

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

                                 EDWARD H. DANSE
                             CHIEF EXECUTIVE OFFICER
                           ISTA PHARMACEUTICALS, INC.
                        15279 ALTON PARKWAY, BUILDING 100
                                IRVINE, CA 92618
                                 (949) 788-6000
       (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                        AREA CODE, OF AGENT FOR SERVICE)

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

                                    Copy to:
                              ISSAC J. VAUGHN, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

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

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following line: ______

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following line: X
                                                         ---

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM      AMOUNT OF
       TITLE OF SECURITIES TO           AMOUNT TO BE         OFFERING PRICE       AGGREGATE        REGISTRATION
           BE REGISTERED               REGISTERED (1)           PER SHARE       OFFERING PRICE          FEE
---------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>                <C>                 <C>
Common Stock
    $0.001 par value................   2,240,608 shares (1)    $1.4719 (2)      $3,297,950.92 (3)   $  824.49
Common Stock
    $0.001 par value................     574,601 shares (4)   $11.0625 (5)      $6,356,523.56       $1,589.13
Common Stock
    $0.001 par value................     399,293 shares (6)    $9.4031 (7)      $3,754,592.01       $  938.65

Total...............................   3,214,502 shares
===============================================================================================================
</TABLE>

(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken down
into three subtotals. This subtotal represents the sum of shares issuable upon
exercise of options issued under the 1993 Stock Plan. Any of such shares that
are not exercised and are returned will return to the 2000 Stock Plan rather
than to the 1993 Stock Plan.

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the total registration fee.
Computation based on the weighted average exercise price (rounded to nearest
cent) at which the options outstanding whose exercise will result in the
issuance of the shares being registered may be exercised.



<PAGE>   2

(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
price for all presently outstanding options described in note 1 above.

(4) This subtotal represents the number of shares authorized to be issued under
the 2000 Stock Plan, excluding shares that may be added to the 2000 Stock Plan
in connection with returns of shares under the 1993 Stock Plan as described in
note 1 above.

(5) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the total registration fee. Computation based upon the average of
the high and low prices of the Common Stock as reported in The Nasdaq Stock
Market on February 13, 2001.

(6) This subtotal represents the number of shares authorized to be issued under
the 2000 Employee Stock Purchase Plan.

(7) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the total registration fee. Computation based upon 85% (see
explanation in following sentence) of the average of the high and low prices of
the Common Stock as reported in The Nasdaq Stock Market on February 13, 2001.
Pursuant to the 2000 Employee Stock Purchase Plan, which plan is incorporated by
reference herein, the purchase price of a share of Common Stock shall be an
amount equal to 85% of the fair market value of a share of Common Stock on the
Enrollment Date or the Exercise Date (as defined in such plan), whichever is
lower.



<PAGE>   3

                           ISTA PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Explanatory Note

         This Registration Statement on From S-8 is being filed for the purpose
of registering 2,240,608 shares of the Registrant's Common Stock to be issued
pursuant to the Registrant's 1993 Stock Plan, 574,601 shares of the Registrant's
Common Stock to be issued pursuant to the Registrant's 2000 Stock Plan and
399,293 shares of the Registrant's Common Stock to be issued to the Registrant's
Employee Stock Purchase Plan.

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 Registration Statement on Form S-1
(Registration No. 333-34120) as declared effective by the Commission on August
22, 2000.

               (b) The description of the Company's common stock which is
contained in the Company's Registration Statement on Form 8-A12G filed with the
Commission on August 4, 2000 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.

               (c) All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Certain members of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and investment partnerships of which such persons are partners
beneficially own 30,895 shares of the Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative



                                      -3-
<PAGE>   4

or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a a judgment in
its favor . . . [by reason of his service in one of the capacities specified in
the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."

        The Company's Restated Certificate of Incorporation provides that to the
fullest extent permitted by the DGCL, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

        The Company's Bylaws provide that the Company shall indemnify to the
full extent authorized by law each of its directors, officers, employees and
other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation.

        The Company has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Company'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.



                                      -4-
<PAGE>   5

ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
     Exhibit
      Number                           Description of Document
      ------                           -----------------------
 <S>                       <C>
        10.2*              1993 Stock Plan

        10.3*              2000 Stock Plan.

        10.4*              2000 Employee Stock Purchase Plan.

        5.1                Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

        23.1               Consent of Ernst & Young LLP, Independent Auditors.

        23.2               Consent of Counsel (contained in Exhibit 5.1).

        24.1               Power of Attorney (See page S-1).
</TABLE>
----------
* Incorporated by reference to exhibits filed with the Company's Registration
Statement on Form S-1 (file no. 333-34120), and as declared effective on August
22, 2000.

ITEM 9.  UNDERTAKINGS.

             (a) The undersigned registrant hereby undertakes:

                          (i)       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.

                          (ii)      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.

                          (iii)     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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Corporation Law, the Company's Amended and
Restated Certificate of Incorporation, the Company's Bylaws or the Company's
indemnification agreements, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person



                                      -5-
<PAGE>   6

in connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of 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.



                                      -6-
<PAGE>   7

                                   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 Irvine, State of California, on February 22,
2001.
                                       By: /s/ Edward H. Danse
                                           -------------------------------------
                                           Edward H. Danse
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints J.C.
MacRae as his attorney-in-fact, with full 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 all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute, 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/ Edward H. Danse                  President, Chief Executive           February 22, 2001
----------------------------------      Officer and Director
         Edward H. Danse

   /s/ J. C. MacRae                     Executive Vice President, Chief      February 22, 2001
----------------------------------      Operating Officer and Chief
           J.C. MacRae                  Financial Officer

                                        Chairman of the Board                February __, 2001
----------------------------------
       Robert G. McNeil, Ph.D.

   /s/ David E. Collins                 Director                             February 17, 2001
----------------------------------
         David E. Collins

                                        Director                             February __, 2001
----------------------------------
         Brian H. Dovey

  /s/  George M. Lasezkay               Director                             February 22, 2001
----------------------------------
        George M. Lasezkay

  /s/  Benjamin F. McGraw III           Director                             February 22, 2001
----------------------------------
       Benjamin F. McGraw III

                                        Director                             February __, 2001
----------------------------------
        Charles H. May, O.D.

  /s/ John H. Parrish                   Director                             February 22, 2001
----------------------------------
         John H. Parrish

                                        Director                             February __, 2001
----------------------------------
          Wayne I. Roe
</TABLE>



                                      S-1
<PAGE>   8

                                INDEX TO EXHIBITS

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
     Exhibit
      Number                                 Description of Document
      ------                                 -----------------------
     <S>                   <C>
        10.2*              1993 Stock Plan

        10.3 *             2000 Stock Plan.

        10.4 *             2000 Employee Stock Purchase Plan.

        5.1                Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

        23.1               Consent of Ernst & Young LLP, Independent Auditors.

        23.2               Consent of Counsel (contained in Exhibit 5.1).

        24.1               Power of Attorney (See page S-1).
</TABLE>
---------
* Incorporated by reference to exhibits filed with the Registrant's Registration
Statement on Form S-1 (File No. 333-34120), declared effective August 22, 2000.
[{"type": "S-8", "sequence": "1", "filename": "f69756ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20779}]
{"company-data": {"conformed-name": "ISTA PHARMACEUTICALS INC", "cik": "0000930553", "assigned-sic": "2835", "irs-number": "330511719", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56042", "film-number": "1552140"}, "business-address": {"street1": "15279 ALTON PARKWAY 100", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9497886000"}, "mail-address": {"street1": "15279 ALTON PARKWAY 100", "city": "IRVINE", "state": "CA", "zip": "92618"}, "former-company": {"former-conformed-name": "ADVANCED CORNEAL SYSTEMS INC", "date-changed": "20000403"}}
1
    As filed with the Securities and Exchange Commission on February 22, 2001
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           ISTA PHARMACEUTICALS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                               -----------------
DELAWARE                   ISTA PHARMACEUTICALS, INC.                  75-0511729
  (STATE OR OTHER JURISDICTION OF    15279 ALTON PARKWAY, BUILDING 100            (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)             IRVINE, CA 92618                 IDENTIFICATION NUMBER)
                                              (949) 788-6000
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                           REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-----------------

                                 1993 STOCK PLAN

                                 2000 STOCK PLAN

                        2000 EMPLOYEE STOCK PURCHASE PLAN

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

                                 EDWARD H. DANSE
                             CHIEF EXECUTIVE OFFICER
                           ISTA PHARMACEUTICALS, INC.
                        15279 ALTON PARKWAY, BUILDING 100
                                IRVINE, CA 92618
                                 (949) 788-6000
       (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                        AREA CODE, OF AGENT FOR SERVICE)

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

                                    Copy to:
                              ISSAC J. VAUGHN, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

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

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following line: ______

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following line: X
                                                         ---

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM      AMOUNT OF
       TITLE OF SECURITIES TO           AMOUNT TO BE         OFFERING PRICE       AGGREGATE        REGISTRATION
           BE REGISTERED               REGISTERED (1)           PER SHARE       OFFERING PRICE          FEE
---------------------------------------------------------------------------------------------------------------
Common Stock
    $0.001 par value................   2,240,608 shares (1)    $1.4719 (2)      $3,297,950.92 (3)   $  824.49
Common Stock
    $0.001 par value................     574,601 shares (4)   $11.0625 (5)      $6,356,523.56       $1,589.13
Common Stock
    $0.001 par value................     399,293 shares (6)    $9.4031 (7)      $3,754,592.01       $  938.65

Total...............................   3,214,502 shares
===============================================================================================================
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken down
into three subtotals. This subtotal represents the sum of shares issuable upon
exercise of options issued under the 1993 Stock Plan. Any of such shares that
are not exercised and are returned will return to the 2000 Stock Plan rather
than to the 1993 Stock Plan.

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the total registration fee.
Computation based on the weighted average exercise price (rounded to nearest
cent) at which the options outstanding whose exercise will result in the
issuance of the shares being registered may be exercised.
2

(3) Calculated in accordance with Rule 457(h) based on the aggregate exercise
price for all presently outstanding options described in note 1 above.

(4) This subtotal represents the number of shares authorized to be issued under
the 2000 Stock Plan, excluding shares that may be added to the 2000 Stock Plan
in connection with returns of shares under the 1993 Stock Plan as described in
note 1 above.

(5) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the total registration fee. Computation based upon the average of
the high and low prices of the Common Stock as reported in The Nasdaq Stock
Market on February 13, 2001.

(6) This subtotal represents the number of shares authorized to be issued under
the 2000 Employee Stock Purchase Plan.

(7) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the total registration fee. Computation based upon 85% (see
explanation in following sentence) of the average of the high and low prices of
the Common Stock as reported in The Nasdaq Stock Market on February 13, 2001.
Pursuant to the 2000 Employee Stock Purchase Plan, which plan is incorporated by
reference herein, the purchase price of a share of Common Stock shall be an
amount equal to 85% of the fair market value of a share of Common Stock on the
Enrollment Date or the Exercise Date (as defined in such plan), whichever is
lower.
3

                           ISTA PHARMACEUTICALS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Explanatory Note

         This Registration Statement on From S-8 is being filed for the purpose
of registering 2,240,608 shares of the Registrant's Common Stock to be issued
pursuant to the Registrant's 1993 Stock Plan, 574,601 shares of the Registrant's
Common Stock to be issued pursuant to the Registrant's 2000 Stock Plan and
399,293 shares of the Registrant's Common Stock to be issued to the Registrant's
Employee Stock Purchase Plan.

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 Registration Statement on Form S-1
(Registration No. 333-34120) as declared effective by the Commission on August
22, 2000.

               (b) The description of the Company's common stock which is
contained in the Company's Registration Statement on Form 8-A12G filed with the
Commission on August 4, 2000 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.

               (c) All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.

        The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Certain members of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and investment partnerships of which such persons are partners
beneficially own 30,895 shares of the Registrant's Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative

                                      -3-
4

or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a a judgment in
its favor . . . [by reason of his service in one of the capacities specified in
the preceding sentence] against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper."

        The Company's Restated Certificate of Incorporation provides that to the
fullest extent permitted by the DGCL, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

        The Company's Bylaws provide that the Company shall indemnify to the
full extent authorized by law each of its directors, officers, employees and
other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation.

        The Company has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Company'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.

                                      -4-
5

ITEM 8. EXHIBITS.
Exhibit
      Number                           Description of Document
      ------                           -----------------------
10.2*              1993 Stock Plan

        10.3*              2000 Stock Plan.

        10.4*              2000 Employee Stock Purchase Plan.

        5.1                Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

        23.1               Consent of Ernst & Young LLP, Independent Auditors.

        23.2               Consent of Counsel (contained in Exhibit 5.1).

        24.1               Power of Attorney (See page S-1).
----------
* Incorporated by reference to exhibits filed with the Company's Registration
Statement on Form S-1 (file no. 333-34120), and as declared effective on August
22, 2000.

ITEM 9.  UNDERTAKINGS.

             (a) The undersigned registrant hereby undertakes:

                          (i)       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.

                          (ii)      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.

                          (iii)     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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Corporation Law, the Company's Amended and
Restated Certificate of Incorporation, the Company's Bylaws or the Company's
indemnification agreements, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person

                                      -5-
6

in connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the question has already been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of 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.

                                      -6-
7

                                   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 Irvine, State of California, on February 22,
2001.
                                       By: /s/ Edward H. Danse
                                           -------------------------------------
                                           Edward H. Danse
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints J.C.
MacRae as his attorney-in-fact, with full 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 all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute, 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/ Edward H. Danse                  President, Chief Executive           February 22, 2001
----------------------------------      Officer and Director
         Edward H. Danse

   /s/ J. C. MacRae                     Executive Vice President, Chief      February 22, 2001
----------------------------------      Operating Officer and Chief
           J.C. MacRae                  Financial Officer

                                        Chairman of the Board                February __, 2001
----------------------------------
       Robert G. McNeil, Ph.D.

   /s/ David E. Collins                 Director                             February 17, 2001
----------------------------------
         David E. Collins

                                        Director                             February __, 2001
----------------------------------
         Brian H. Dovey

  /s/  George M. Lasezkay               Director                             February 22, 2001
----------------------------------
        George M. Lasezkay

  /s/  Benjamin F. McGraw III           Director                             February 22, 2001
----------------------------------
       Benjamin F. McGraw III

                                        Director                             February __, 2001
----------------------------------
        Charles H. May, O.D.

  /s/ John H. Parrish                   Director                             February 22, 2001
----------------------------------
         John H. Parrish

                                        Director                             February __, 2001
----------------------------------
          Wayne I. Roe
S-1
8

                                INDEX TO EXHIBITS

                                  EXHIBIT INDEX
Exhibit
      Number                                 Description of Document
      ------                                 -----------------------
10.2*              1993 Stock Plan

        10.3 *             2000 Stock Plan.

        10.4 *             2000 Employee Stock Purchase Plan.

        5.1                Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

        23.1               Consent of Ernst & Young LLP, Independent Auditors.

        23.2               Consent of Counsel (contained in Exhibit 5.1).

        24.1               Power of Attorney (See page S-1).
---------
* Incorporated by reference to exhibits filed with the Registrant's Registration
Statement on Form S-1 (File No. 333-34120), declared effective August 22, 2000.