<PAGE>   1
           As filed with the Securities and Exchange Commission on March 1, 2001
                                                      Registration No. 333-_____
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

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

<TABLE>
<S>                                                          <C>
            DELAWARE                                            77-0432030
  (State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)
</TABLE>

                              3 WEST PLUMERIA DRIVE
                         SAN JOSE, CALIFORNIA 95134-2111
               (Address of principal executive offices) (Zip Code)

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

                                 SELECTICA, INC
                           1999 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

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

                                 STEPHEN BENNION
                             CHIEF FINANCIAL OFFICER
                                 SELECTICA, INC.
                              3 WEST PLUMERIA DRIVE
                             SAN JOSE, CA 95134-2111
                     (Name and address of agent for service)

                                 (408) 570-9700
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================

                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                             AMOUNT TO BE     OFFERING PRICE        AGGREGATE          AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED      REGISTERED(1)      PER SHARE(2)     OFFERING PRICE(2)    REGISTRATION
                                                                                                          FEE
------------------------------------------ ------------------------------------ ------------------- ---------------
<S>                                        <C>                  <C>               <C>                 <C>
1999 EQUITY INCENTIVE PLAN

Options to Purchase Common Stock              1,800,000         N/A               N/A                 N/A

Common Stock, $0.0001 par value            1,800,000 shares     $7.78125          $14,006,250.00      $3,501.57

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

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1999 Equity Incentive Plan by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the outstanding shares of Common
     Stock of Selectica, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low price per share of Common Stock of Selectica, Inc. as reported on
     the Nasdaq National Market on February 28, 2001.


<PAGE>   2


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

     (a)  The Registrant's Annual Report on Form 10-K405 for the fiscal year
          ended March 31, 2000;

     (b)  (1)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended June 30, 2000;

          (2)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended September 30, 2000;

          (3)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended December 31, 2000; and

     (c)  The description of the Registrant's outstanding Common Stock contained
          in the Registrant's Registration Statement No. 000-29637 on Form 8-A
          filed with the SEC on February 22, 2000, pursuant to Section 12 of the
          1934 Act, including any amendment or report filed for the purpose of
          updating such description.

     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
deregisters 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.

Item 4. Description of Securities

     Not Applicable.

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 authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of its other employees and other agents
to the maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the

                                      II-1

<PAGE>   3

Registrant's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed

     The sale and issuance of securities to the registered stockholders by
Selectica, Inc. to whom the shares offered for resale pursuant to this
Registration Statement were sold were in each case deemed to be exempt from
registration under the Securities Act of 1933 by virtue of Section 4(2) thereof.

Item 8. Exhibits

<TABLE>
<CAPTION>
        Exhibit Number     Exhibit
        --------------     -------
            <S>            <C>
              4            Instrument  Defining  Rights of  Stockholders.  Reference is made to  Registrant's
                           Registration  Statement No. 0-26130 on Form 8-A, which is  incorporated  herein by
                           reference pursuant to Item 3(c) of this Registration Statement.
              5            Opinion and consent of Gunderson Dettmer Stough  Villeneuve  Franklin & Hachigian,
                           LLP.
            23.1           Consent of Ernst & Young LLP, Independent Auditors.
            23.2           Consent of Gunderson  Dettmer Stough  Villeneuve  Franklin & Hachigian,  L.L.P. is
                           contained in Exhibit 5.
             24            Power of Attorney. Reference is made to page II-4 of this Registration Statement.
</TABLE>

Item 8. 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 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 with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in 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 Registrant's 1999 Equity Incentive Plan.

     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 in 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 SEC, 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

                                      II-2

<PAGE>   4

such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.



                                      II-3

<PAGE>   5

                                   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 San Jose, State of California on this 1st day of
March, 2001.

                                      SELECTICA, INC.


                                      By: /s/ Rajen Jaswa
                                          --------------------------------------
                                           Rajen Jaswa
                                           Chairman of the Board,
                                           Chief Executive Officer and President


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Selectica, Inc., a Delaware
corporation, do hereby constitute and appoint Rajen Jaswa and Stephen Bennion,
and either of them, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

<TABLE>
<CAPTION>
           Signature                                     Title                                  Date
           ---------                                     -----                                  ----
<S>                                    <C>                                                  <C>
       /s/ Rajen Jaswa                 President, Chief Executive Officer                   March 1, 2001
--------------------------------       and Chairman of the Board
          Rajen Jaswa                  (Principal Executive Officer)



      /s/ Stephen Bennion              Chief Financial Officer, Executive Vice              March 1, 2001
-------------------------------        President of Finance, and Secretary of the
        Stephen Bennion                Board (Principal Financial and Accounting
                                       Officer)
</TABLE>

                                      II-4

<PAGE>   6

<TABLE>
<CAPTION>
           Signature                                     Title                                  Date
           ---------                                     -----                                  ----
<S>                                                     <C>                                 <C>
     /s/ Dr. Sanjay Mittal                              Director                            March 1, 2001
------------------------------------
       Dr. Sanjay Mittal



       /s/ Betsy Atkins                                 Director                            March 1, 2001
------------------------------------
         Betsy Atkins



        /s/ John Fisher                                 Director                            March 1, 2001
------------------------------------
          John Fisher



       /s/ Michael Lyons                                Director                            March 1, 2001
------------------------------------
         Michael Lyons



    /s/ Thomas Neustaetter                              Director                            March 1, 2001
------------------------------------
      Thomas Neustaetter
</TABLE>


                                      II-5

<PAGE>   7
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit Number     Exhibit
--------------     -------
    <S>            <C>
      4            Instrument  Defining  Rights of  Stockholders.  Reference is made to  Registrant's
                   Registration  Statement No. 0-26130 on Form 8-A, which is  incorporated  herein by
                   reference pursuant to Item 3(c) of this Registration Statement.
      5            Opinion and consent of Gunderson Dettmer Stough  Villeneuve  Franklin & Hachigian,
                   LLP.
    23.1           Consent of Ernst & Young LLP, Independent Auditors.
    23.2           Consent of Gunderson  Dettmer Stough  Villeneuve  Franklin & Hachigian,  L.L.P. is
                   contained in Exhibit 5.
     24            Power of Attorney. Reference is made to page II-4 of this Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f70074ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18315}]
{"company-data": {"conformed-name": "SELECTICA INC", "cik": "0001090908", "assigned-sic": "7372", "irs-number": "77042030", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56576", "film-number": "1561678"}, "business-address": {"street1": "2890 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}, "mail-address": {"street1": "2890 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1
           As filed with the Securities and Exchange Commission on March 1, 2001
                                                      Registration No. 333-_____
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                                 SELECTICA, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                            77-0432030
  (State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)
3 WEST PLUMERIA DRIVE
                         SAN JOSE, CALIFORNIA 95134-2111
               (Address of principal executive offices) (Zip Code)

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

                                 SELECTICA, INC
                           1999 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

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

                                 STEPHEN BENNION
                             CHIEF FINANCIAL OFFICER
                                 SELECTICA, INC.
                              3 WEST PLUMERIA DRIVE
                             SAN JOSE, CA 95134-2111
                     (Name and address of agent for service)

                                 (408) 570-9700
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================

                                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                             AMOUNT TO BE     OFFERING PRICE        AGGREGATE          AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED      REGISTERED(1)      PER SHARE(2)     OFFERING PRICE(2)    REGISTRATION
                                                                                                          FEE
------------------------------------------ ------------------------------------ ------------------- ---------------
1999 EQUITY INCENTIVE PLAN

Options to Purchase Common Stock              1,800,000         N/A               N/A                 N/A

Common Stock, $0.0001 par value            1,800,000 shares     $7.78125          $14,006,250.00      $3,501.57

===================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1999 Equity Incentive Plan by
     reason of any stock dividend, stock split, recapitalization or other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the outstanding shares of Common
     Stock of Selectica, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low price per share of Common Stock of Selectica, Inc. as reported on
     the Nasdaq National Market on February 28, 2001.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

     (a)  The Registrant's Annual Report on Form 10-K405 for the fiscal year
          ended March 31, 2000;

     (b)  (1)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended June 30, 2000;

          (2)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended September 30, 2000;

          (3)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
               quarter ended December 31, 2000; and

     (c)  The description of the Registrant's outstanding Common Stock contained
          in the Registrant's Registration Statement No. 000-29637 on Form 8-A
          filed with the SEC on February 22, 2000, pursuant to Section 12 of the
          1934 Act, including any amendment or report filed for the purpose of
          updating such description.

     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
deregisters 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.

Item 4. Description of Securities

     Not Applicable.

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 authorizes a court to
award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of its other employees and other agents
to the maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the

                                      II-1
3

Registrant's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed

     The sale and issuance of securities to the registered stockholders by
Selectica, Inc. to whom the shares offered for resale pursuant to this
Registration Statement were sold were in each case deemed to be exempt from
registration under the Securities Act of 1933 by virtue of Section 4(2) thereof.

Item 8. Exhibits
Exhibit Number     Exhibit
        --------------     -------
4            Instrument  Defining  Rights of  Stockholders.  Reference is made to  Registrant's
                           Registration  Statement No. 0-26130 on Form 8-A, which is  incorporated  herein by
                           reference pursuant to Item 3(c) of this Registration Statement.
              5            Opinion and consent of Gunderson Dettmer Stough  Villeneuve  Franklin & Hachigian,
                           LLP.
            23.1           Consent of Ernst & Young LLP, Independent Auditors.
            23.2           Consent of Gunderson  Dettmer Stough  Villeneuve  Franklin & Hachigian,  L.L.P. is
                           contained in Exhibit 5.
             24            Power of Attorney. Reference is made to page II-4 of this Registration Statement.
Item 8. 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 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 with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in 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 Registrant's 1999 Equity Incentive Plan.

     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 in 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 SEC, 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

                                      II-2
4

such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

                                      II-3
5

                                   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 San Jose, State of California on this 1st day of
March, 2001.

                                      SELECTICA, INC.

                                      By: /s/ Rajen Jaswa
                                          --------------------------------------
                                           Rajen Jaswa
                                           Chairman of the Board,
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Selectica, Inc., a Delaware
corporation, do hereby constitute and appoint Rajen Jaswa and Stephen Bennion,
and either of them, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                     Title                                  Date
           ---------                                     -----                                  ----
/s/ Rajen Jaswa                 President, Chief Executive Officer                   March 1, 2001
--------------------------------       and Chairman of the Board
          Rajen Jaswa                  (Principal Executive Officer)

      /s/ Stephen Bennion              Chief Financial Officer, Executive Vice              March 1, 2001
-------------------------------        President of Finance, and Secretary of the
        Stephen Bennion                Board (Principal Financial and Accounting
                                       Officer)
II-4
6
Signature                                     Title                                  Date
           ---------                                     -----                                  ----
/s/ Dr. Sanjay Mittal                              Director                            March 1, 2001
------------------------------------
       Dr. Sanjay Mittal

       /s/ Betsy Atkins                                 Director                            March 1, 2001
------------------------------------
         Betsy Atkins

        /s/ John Fisher                                 Director                            March 1, 2001
------------------------------------
          John Fisher

       /s/ Michael Lyons                                Director                            March 1, 2001
------------------------------------
         Michael Lyons

    /s/ Thomas Neustaetter                              Director                            March 1, 2001
------------------------------------
      Thomas Neustaetter
II-5
7
                                  EXHIBIT INDEX
Exhibit Number     Exhibit
--------------     -------
4            Instrument  Defining  Rights of  Stockholders.  Reference is made to  Registrant's
                   Registration  Statement No. 0-26130 on Form 8-A, which is  incorporated  herein by
                   reference pursuant to Item 3(c) of this Registration Statement.
      5            Opinion and consent of Gunderson Dettmer Stough  Villeneuve  Franklin & Hachigian,
                   LLP.
    23.1           Consent of Ernst & Young LLP, Independent Auditors.
    23.2           Consent of Gunderson  Dettmer Stough  Villeneuve  Franklin & Hachigian,  L.L.P. is
                   contained in Exhibit 5.
     24            Power of Attorney. Reference is made to page II-4 of this Registration Statement.