<PAGE>   1

   As filed with the Securities and Exchange Commission on February 23, 2001
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 SYNOPSYS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                DELAWARE                                  56-1546236
      (State or other jurisdiction             (IRS Employer Identification No.)
     of incorporation or organization)
</TABLE>

                            700 EAST MIDDLEFIELD ROAD
                         MOUNTAIN VIEW, CALIFORNIA 94043
               (Address of principal executive offices) (Zip Code)



               SYNOPSYS, INC. 1998 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the Plan)


                                AART J. DE GEUS
                            CHIEF EXECUTIVE OFFICER
                                 SYNOPSYS, INC.
                           700 EAST MIDDLEFIELD ROAD
                        MOUNTAIN VIEW, CALIFORNIA 94043
                    (Name and address of agent for service)
                                 (650) 962-5000
         (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================
                                                        Proposed          Proposed
            Title of                                    Maximum           Maximum
           Securities                  Amount           Offering         Aggregate         Amount of
              to be                    to be             Price            Offering       Registration
           Registered              Registered(1)      per Share(2)        Price(2)            Fee
           ----------              --------------    -------------       ---------       ------------
<S>                                <C>                   <C>             <C>                <C>
Common Stock, $0.01 par value,
to be issued under the Synopsys
1998 Nonstatutory Stock
Option Plan                         500,000 Shares       $49.28          $24,640,625       $6,160.16

=====================================================================================================
</TABLE>

(1)  Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus relating hereto also relates to shares
     registered under Form S-8 Registration Statements 333-90643, 333-84279,
     333-77597, 333-50947, 333-38810 and 333-45056.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "1933 Act"). The estimated exercise
     price was calculated in accordance with Rule 457(c) based upon the average
     of the high and low prices of the Company's Common Stock as reported on the
     Nasdaq National Market on February 21, 2001.
<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          Synopsys, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          October 31, 2000 filed with the Commission on January, 26 2001,
          pursuant to Section 13 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act");

     (b)  The Registrant's Registration Statement on Form 8-A, filed with
          Commission on January 24, 1992, pursuant to Section 12(g) of the 1934
          Act, in which there is described the terms, rights and provisions
          applicable to the Registrant's Common Stock; and

     (c)  The Registrant's Registration Statement on Form 8-A, filed with the
          Commission on October 31, 1997, pursuant to Section 12(g) of the 1934
          Act, and as amended on Form 8-A/A on December 13, 1999 and April 10,
          2000 in which there is described the terms, rights and provisions
          applicable to the Registrant's Preferred Share Purchase Rights.

          All reports and definitive proxy or information statements filed
     pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
     date of this Registration Statement and prior to the filing of a
     post-effective amendment which indicates that all securities offered hereby
     have been sold or which de-registers all securities then remaining unsold
     shall be deemed to be incorporated by reference into this Registration
     Statement and to be a part hereof from the date of filing of such
     documents. Any statement contained in a document incorporated or deemed to
     be incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent that a
     statement contained herein or in any subsequently filed document which also
     is deemed to be incorporated by reference herein modifies or supersedes
     such statement. Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     Registration Statement.

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

          Not Applicable.

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 X of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware Law.

          Article VII of the Registrant's Bylaws provides for the
indemnification of officers, directors and third parties to the fullest extent
permissible under Delaware Law, which provisions are deemed to be a contract
between the Registrant and each director and officer who serves in such capacity
while such bylaw is in effect.

          The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the 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. The
Registrant has also obtained liability insurance for the benefit of its
directors and officers.

                                      II-1
<PAGE>   3

Item 7. Exemption from Registration Claimed

          Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number        Exhibit
-------------         -------
<S>        <C>

Instruments Defining the Rights of Stockholders. Reference is made to the Registrant's Registration
Statements on Form 8-A, including the exhibits thereto, incorporated herein by reference pursuant to
Items 3(d) and 3(e) of this Registration Statement.

   5.1     Opinion of Counsel
  10.1     1998 Nonstatutory Stock Option Plan*
  23.1     Consent of KPMG LLP, Independent Auditors
  23.2     Consent of Counsel is contained in Exhibit 5.1
  24.1     Power of Attorney. Reference is made to page II-4 of this Registration Statement
</TABLE>
----------
* Incorporated by reference to exhibit to the Registrant's Registration
  Statement of Form S-8 (File No. 333-90643) as filed with the Securities and
  Exchange Commission on November 9, 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: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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; and (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 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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

                                      II-2
<PAGE>   4

court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.


                                   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 Mountain View, State of California on
this 23rd day of February, 2001.

                                        SYNOPSYS, INC.


                                        By: /s/ AART J. DE GEUS
                                            ------------------------------------
                                            Aart J. de Geus
                                            Chief Executive Officer

                                      II-3
<PAGE>   5

                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aart J. de Geus and Robert B. Henske, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits thereto, and other 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
connection therewith, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:

<TABLE>
<CAPTION>
Signature                              Title                                     Date
---------                              -----                                     ----
<S>                                    <C>                                      <C>


/s/ AART J. DE GEUS                    Chief Executive Officer                  February 23, 2001
---------------------------------      (Principal Executive Officer) and
Aart J. de Geus                        Chairman of the Board of Directors


                                       President, Chief Operating Officer       February   , 2001
---------------------------------      and Director
Chi-Foon Chan


/s/ ROBERT B. HENSKE                   Chief Financial Officer                  February 23, 2001
---------------------------------      (Principal Financial Officer)
Robert B. Henske


/s/ RICHARD ROWLEY                     Corporate Controller                     February 23, 2001
---------------------------------      (Principal Accounting Officer)
Richard Rowley


                                       Director                                 February   , 2001
---------------------------------
Andy D. Bryant


/s/ DEBORAH A. COLEMAN                 Director                                 February 23, 2001
---------------------------------
Deborah A. Coleman
</TABLE>

                                      II-4
<PAGE>   6

<TABLE>
<S>                                    <C>                                      <C>
/s/ HARVEY C. JONES, JR.               Director                                 February 23, 2001
---------------------------------
Harvey C. Jones, Jr.


/s/ WILLIAM W. LATTIN                  Director                                 February 23, 2001
---------------------------------
William W. Lattin


/s/ A. RICHARD NEWTON                  Director                                 February 23, 2001
---------------------------------
A. Richard Newton


                                       Director                                 February   , 2001
---------------------------------
Sasson Somekh


/s/ STEVEN C. WALSKE                   Director                                 February 23, 2001
---------------------------------
Steven C. Walske
</TABLE>

                                      II-5
<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number        Exhibit
--------------        -------
<S>                   <C>
   5.1                Opinion of Counsel

  10.1                1998 Nonstatutory Stock Option Plan*

  23.1                Consent of KPMG LLP, Independent Auditors

  23.2                Consent of Counsel is contained in Exhibit 5.1

  24.1                Power of Attorney.  Reference is made to page II-4 of this
                      Registration Statement
</TABLE>
----------
* Incorporated by reference to exhibit to the Registrant's Registration
  Statement of Form S-8 (File No. 333-90643) as filed with the Securities and
  Exchange Commission on November 9, 1999.
[{"type": "S-8", "sequence": "1", "filename": "f69877ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17088}]
{"company-data": {"conformed-name": "SYNOPSYS INC", "cik": "0000883241", "assigned-sic": "7372", "irs-number": "561546236", "state-of-incorporation": "DE", "fiscal-year-end": "1028"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56170", "film-number": "1553618"}, "business-address": {"street1": "700 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4033", "phone": "6509625000"}, "mail-address": {"street1": "700 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4033"}}
1

   As filed with the Securities and Exchange Commission on February 23, 2001
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 SYNOPSYS, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                  56-1546236
      (State or other jurisdiction             (IRS Employer Identification No.)
     of incorporation or organization)
700 EAST MIDDLEFIELD ROAD
                         MOUNTAIN VIEW, CALIFORNIA 94043
               (Address of principal executive offices) (Zip Code)

               SYNOPSYS, INC. 1998 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the Plan)

                                AART J. DE GEUS
                            CHIEF EXECUTIVE OFFICER
                                 SYNOPSYS, INC.
                           700 EAST MIDDLEFIELD ROAD
                        MOUNTAIN VIEW, CALIFORNIA 94043
                    (Name and address of agent for service)
                                 (650) 962-5000
         (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                        Proposed          Proposed
            Title of                                    Maximum           Maximum
           Securities                  Amount           Offering         Aggregate         Amount of
              to be                    to be             Price            Offering       Registration
           Registered              Registered(1)      per Share(2)        Price(2)            Fee
           ----------              --------------    -------------       ---------       ------------
Common Stock, $0.01 par value,
to be issued under the Synopsys
1998 Nonstatutory Stock
Option Plan                         500,000 Shares       $49.28          $24,640,625       $6,160.16

=====================================================================================================
(1)  Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus relating hereto also relates to shares
     registered under Form S-8 Registration Statements 333-90643, 333-84279,
     333-77597, 333-50947, 333-38810 and 333-45056.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "1933 Act"). The estimated exercise
     price was calculated in accordance with Rule 457(c) based upon the average
     of the high and low prices of the Company's Common Stock as reported on the
     Nasdaq National Market on February 21, 2001.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          Synopsys, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          October 31, 2000 filed with the Commission on January, 26 2001,
          pursuant to Section 13 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act");

     (b)  The Registrant's Registration Statement on Form 8-A, filed with
          Commission on January 24, 1992, pursuant to Section 12(g) of the 1934
          Act, in which there is described the terms, rights and provisions
          applicable to the Registrant's Common Stock; and

     (c)  The Registrant's Registration Statement on Form 8-A, filed with the
          Commission on October 31, 1997, pursuant to Section 12(g) of the 1934
          Act, and as amended on Form 8-A/A on December 13, 1999 and April 10,
          2000 in which there is described the terms, rights and provisions
          applicable to the Registrant's Preferred Share Purchase Rights.

          All reports and definitive proxy or information statements filed
     pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
     date of this Registration Statement and prior to the filing of a
     post-effective amendment which indicates that all securities offered hereby
     have been sold or which de-registers all securities then remaining unsold
     shall be deemed to be incorporated by reference into this Registration
     Statement and to be a part hereof from the date of filing of such
     documents. Any statement contained in a document incorporated or deemed to
     be incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent that a
     statement contained herein or in any subsequently filed document which also
     is deemed to be incorporated by reference herein modifies or supersedes
     such statement. Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     Registration Statement.

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

          Not Applicable.

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 X of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware Law.

          Article VII of the Registrant's Bylaws provides for the
indemnification of officers, directors and third parties to the fullest extent
permissible under Delaware Law, which provisions are deemed to be a contract
between the Registrant and each director and officer who serves in such capacity
while such bylaw is in effect.

          The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the 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. The
Registrant has also obtained liability insurance for the benefit of its
directors and officers.

                                      II-1
3

Item 7. Exemption from Registration Claimed

          Not Applicable.

Item 8. Exhibits
Exhibit Number        Exhibit
-------------         -------
Instruments Defining the Rights of Stockholders. Reference is made to the Registrant's Registration
Statements on Form 8-A, including the exhibits thereto, incorporated herein by reference pursuant to
Items 3(d) and 3(e) of this Registration Statement.

   5.1     Opinion of Counsel
  10.1     1998 Nonstatutory Stock Option Plan*
  23.1     Consent of KPMG LLP, Independent Auditors
  23.2     Consent of Counsel is contained in Exhibit 5.1
  24.1     Power of Attorney. Reference is made to page II-4 of this Registration Statement
----------
* Incorporated by reference to exhibit to the Registrant's Registration
  Statement of Form S-8 (File No. 333-90643) as filed with the Securities and
  Exchange Commission on November 9, 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: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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; and (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 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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

                                      II-2
4

court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                   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 Mountain View, State of California on
this 23rd day of February, 2001.

                                        SYNOPSYS, INC.

                                        By: /s/ AART J. DE GEUS
                                            ------------------------------------
                                            Aart J. de Geus
                                            Chief Executive Officer

                                      II-3
5

                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aart J. de Geus and Robert B. Henske, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits thereto, and other 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
connection therewith, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
Signature                              Title                                     Date
---------                              -----                                     ----
/s/ AART J. DE GEUS                    Chief Executive Officer                  February 23, 2001
---------------------------------      (Principal Executive Officer) and
Aart J. de Geus                        Chairman of the Board of Directors

                                       President, Chief Operating Officer       February   , 2001
---------------------------------      and Director
Chi-Foon Chan

/s/ ROBERT B. HENSKE                   Chief Financial Officer                  February 23, 2001
---------------------------------      (Principal Financial Officer)
Robert B. Henske

/s/ RICHARD ROWLEY                     Corporate Controller                     February 23, 2001
---------------------------------      (Principal Accounting Officer)
Richard Rowley

                                       Director                                 February   , 2001
---------------------------------
Andy D. Bryant

/s/ DEBORAH A. COLEMAN                 Director                                 February 23, 2001
---------------------------------
Deborah A. Coleman
II-4
6
/s/ HARVEY C. JONES, JR.               Director                                 February 23, 2001
---------------------------------
Harvey C. Jones, Jr.

/s/ WILLIAM W. LATTIN                  Director                                 February 23, 2001
---------------------------------
William W. Lattin

/s/ A. RICHARD NEWTON                  Director                                 February 23, 2001
---------------------------------
A. Richard Newton

                                       Director                                 February   , 2001
---------------------------------
Sasson Somekh

/s/ STEVEN C. WALSKE                   Director                                 February 23, 2001
---------------------------------
Steven C. Walske
II-5
7

                                  EXHIBIT INDEX
Exhibit Number        Exhibit
--------------        -------
5.1                Opinion of Counsel

  10.1                1998 Nonstatutory Stock Option Plan*

  23.1                Consent of KPMG LLP, Independent Auditors

  23.2                Consent of Counsel is contained in Exhibit 5.1

  24.1                Power of Attorney.  Reference is made to page II-4 of this
                      Registration Statement
----------
* Incorporated by reference to exhibit to the Registrant's Registration
  Statement of Form S-8 (File No. 333-90643) as filed with the Securities and
  Exchange Commission on November 9, 1999.