<PAGE>   1

      As Filed With the Securities and Exchange Commission on June 29, 2000

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549


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


                                   DATUM INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                                 95-2512237
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)


                    9975 TOLEDO WAY, IRVINE, CALIFORNIA 92718
               (Address of Principal Executive Offices) (Zip Code)


                            1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)


                         Erik H. van der Kaay, President
                    9975 Toledo Way, Irvine, California 92718
                     (Name and address of agent for service)

                                 (714) 598-7500
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Lawrence C. Cohn, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================
                                         Proposed Maximum    Proposed Maximum
Title of Securities    Amount To Be          Offering            Aggregate          Amount of
 To Be Registered      Registered(1)     Price Per Share     Offering Price(2)  Registration Fee
-------------------------------------------------------------------------------------------------
<S>                       <C>                <C>              <C>                 <C>
Common Stock, $.25
  par value               200,000            $20.438          $4,087,600.00        $1,079.13
=================================================================================================
</TABLE>

(1)     Includes additional shares of Common Stock that may become issuable at
        the end of each calendar year and that may become issuable pursuant to
        the antidilution adjustment provisions of the 1994 Stock Incentive Plan
        (the "1994 Plan"). An aggregate of 1,400,000 shares of Common Stock
        issuable under the 1994 Plan were previously registered on Form S-8
        (Registration No. 33-79772).

(2)     The aggregate offering price for the 200,000 shares of Common Stock
        registered hereby, which are to be offered to the Registrant's employees
        pursuant to the 1994 Plan and the Purchase Plan, is estimated solely for
        the purpose of calculating the registration fee, in accordance with Rule
        457(h)(1), on the basis of the price of securities of the same class as
        determined in accordance with Rule 457(c), using the average of the high
        and low prices of the Common Stock of the Registrant on the Nasdaq
        National Market System on June 23, 2000, which was $20.438 per share.

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

<PAGE>   2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents are incorporated herein by reference:

        (a) The Registrant's Annual Report on Form 10-K for the calendar year
ending December 31, 1999.

        (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ending March 31, 2000.

        (c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the calendar year covered by the Annual Report referred
to in (a) above.

        (d) The description of the Registrant's Common Stock that is contained
in the Registrant's registration statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.

        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 which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any 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.

        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 makes provision for
the indemnification of officers and directors in terms sufficiently broad as to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article V of the Registrant's Bylaws provides
for indemnification of its officers and directors. In addition, the Company has
entered into separate Indemnification Agreements with certain of its directors
and officers.

Item 7. Exemption from Registration Claimed.

        Not applicable.



<PAGE>   3


Item 8.  Exhibits.
-----------------

        The following are filed as part of this registration statement:

<TABLE>
<CAPTION>
  Exhibit
  Number                                 Description
  -------                                -----------
<S>             <C>
    4.1         1994 Stock Incentive Plan (incorporated by reference to the
                like-numbered exhibit to the Registrant's Registration Statement
                on Form S-8, Registration #33-79772, filed with the Commission
                on June 6, 1994).

   4.1.1        Amendment to 1994 Stock Incentive Plan, effective March 17, 1995
                (incorporated by reference to the Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1994).

   4.1.2        Second Amendment to 1994 Stock Incentive Plan, effective June 5,
                1997 (incorporated by reference to the Post-Effective Amendment
                to Registrant's Registration Statement on Form S-8, Registration
                #33-79772, filed with the Commission on February 13, 1998).

   4.1.3        Third Amendment to 1994 Stock Incentive Plan, effective June 4,
                1998 (incorporated by reference to Registrant's Proxy Statement
                for its Annual Meeting of Stockholders on June 4, 1998, filed
                with the Commission on April 28, 1998)

   4.1.4        Fourth Amendment to 1994 Stock Incentive Plan, effective June 4,
                1998 (incorporated by reference to Registrant's Proxy Statement
                for its Annual Meeting of Stockholders on June 4, 1998, filed
                with the Commission on April 28, 1998)

   4.1.5        Fifth Amendment to 1994 Stock Incentive Plan, effective June 8,
                2000.

   5.1          Opinion of Stradling Yocca Carlson & Rauth, a Professional
                Corporation, counsel to the Registrant.

   23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
                Corporation (included in the Opinion filed as Exhibit 5).

   23.2         Consent of PriceWaterhouseCoopers LLP, independent accountants.

   24           Power of Attorney (included on signature page to this
                Registration Statement).
</TABLE>


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 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.


<PAGE>   4

                      (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 the registration statement;

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

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

        (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 27th day of June,
2000.



                                        DATUM INC.



                                        By: /s/ ERIK H. VAN DER KAAY
                                        ---------------------------------------
                                                Erik H. van der Kaay, President



<PAGE>   5

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Datum Inc., do hereby
constitute and appoint Erik H. van der Kaay and David A. Young, or either of
them, with full power of substitution, our true and lawful attorneys and agents,
to do any and all acts and things in our name and behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or any
of them, may deem necessary or advisable in order to enable said corporation to
comply with the Securities Act of 1933, as amended, and all rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this registration statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we hereby ratify and confirm all that said attorneys and
agents, or any of them, do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>

          Signature                             Title                               Date
          ---------                             -----                               ----
<S>                                <C>                                         <C>
/s/ ERIK H. VAN DER KAAY           President, Chief Executive Officer          June 27, 2000
--------------------------------   and Chairman of the Board
    Erik H. van der Kaay           (Principal Executive Officer)


/s/ DAVID A. YOUNG                 Vice President and Chief Financial          June 27, 2000
--------------------------------   Officer (Principal Financial Officer/
    David A. Young                 Principal Accounting Officer)


/s/ G. Tilton Gardner              Director                                    June 26, 2000
--------------------------------
    G. Tilton Gardner


/s/ DAN L. MCGURK                  Director                                    June 27, 2000
--------------------------------
    Dan L. McGurk


                                   Director
--------------------------------
    Elizabeth A. Fetter


/s/ MICHAEL M. MANN                Director                                    June 26, 2000
--------------------------------
    Michael M. Mann


/s/  R. DAVID HOOVER               Director                                    June 26, 2000
--------------------------------
     R. David Hoover


/s/ LOUIS B. HORWITZ               Director                                    June 27, 2000
--------------------------------
    Louis B. Horwitz
</TABLE>


<PAGE>   6

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
  Exhibit                                                                           Sequential
  Number                                 Description                                Page Number
  -------                                -----------                                -----------
<S>             <C>                                                                 <C>
    4.1         1994 Stock Incentive Plan (incorporated by reference to the
                like-numbered exhibit to the Registrant's Registration Statement
                on Form S-8, Registration #33-79772, filed with the Commission
                on June 6, 1994).

   4.1.1        Amendment to 1994 Stock Incentive Plan, effective March 17, 1995
                (incorporated by reference to the Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1994).

   4.1.2        Second Amendment to 1994 Stock Incentive Plan, effective June 5,
                1997 (incorporated by reference to the Post-Effective Amendment
                to Registrant's Registration Statement on Form S-8, Registration
                #33-79772, filed with the Commission on February 13, 1998).

   4.1.3        Third Amendment to 1994 Stock Incentive Plan, effective June 4,
                1998 (incorporated by reference to Registrant's Proxy Statement
                for its Annual Meeting of Stockholders on June 4, 1998, filed
                with the Commission on April 28, 1998)

   4.1.4        Fourth Amendment to 1994 Stock Incentive Plan, effective June 4,
                1998 (incorporated by reference to Registrant's Proxy Statement
                for its Annual Meeting of Stockholders on June 4, 1998, filed
                with the Commission on April 28, 1998)

   4.1.5        Fifth Amendment to 1994 Stock Incentive Plan, effective June 8,
                2000.

   5.1          Opinion of Stradling Yocca Carlson & Rauth, a Professional
                Corporation, counsel to the Registrant.

   23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
                Corporation (included in the Opinion filed as Exhibit 5).

   23.2         Consent of PriceWaterhouseCoopers LLP, independent accountants.

   24           Power of Attorney (included on signature page to this
                registration statement at page S-1).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18591}]
{"company-data": {"conformed-name": "DATUM INC", "cik": "0000027119", "assigned-sic": "3825", "irs-number": "952512237", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40404", "film-number": "664906"}, "business-address": {"street1": "9975 TOLEDO WAY", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9495987500"}, "mail-address": {"street1": "9975 TOLEDO WAY", "city": "IRVINE", "state": "CA", "zip": "92618"}}
1

      As Filed With the Securities and Exchange Commission on June 29, 2000

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

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

                                   DATUM INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                                 95-2512237
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

                    9975 TOLEDO WAY, IRVINE, CALIFORNIA 92718
               (Address of Principal Executive Offices) (Zip Code)

                            1994 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                         Erik H. van der Kaay, President
                    9975 Toledo Way, Irvine, California 92718
                     (Name and address of agent for service)

                                 (714) 598-7500
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Lawrence C. Cohn, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

                         CALCULATION OF REGISTRATION FEE
=================================================================================================
                                         Proposed Maximum    Proposed Maximum
Title of Securities    Amount To Be          Offering            Aggregate          Amount of
 To Be Registered      Registered(1)     Price Per Share     Offering Price(2)  Registration Fee
-------------------------------------------------------------------------------------------------
Common Stock, $.25
  par value               200,000            $20.438          $4,087,600.00        $1,079.13
=================================================================================================
(1)     Includes additional shares of Common Stock that may become issuable at
        the end of each calendar year and that may become issuable pursuant to
        the antidilution adjustment provisions of the 1994 Stock Incentive Plan
        (the "1994 Plan"). An aggregate of 1,400,000 shares of Common Stock
        issuable under the 1994 Plan were previously registered on Form S-8
        (Registration No. 33-79772).

(2)     The aggregate offering price for the 200,000 shares of Common Stock
        registered hereby, which are to be offered to the Registrant's employees
        pursuant to the 1994 Plan and the Purchase Plan, is estimated solely for
        the purpose of calculating the registration fee, in accordance with Rule
        457(h)(1), on the basis of the price of securities of the same class as
        determined in accordance with Rule 457(c), using the average of the high
        and low prices of the Common Stock of the Registrant on the Nasdaq
        National Market System on June 23, 2000, which was $20.438 per share.

================================================================================
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents are incorporated herein by reference:

        (a) The Registrant's Annual Report on Form 10-K for the calendar year
ending December 31, 1999.

        (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ending March 31, 2000.

        (c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the calendar year covered by the Annual Report referred
to in (a) above.

        (d) The description of the Registrant's Common Stock that is contained
in the Registrant's registration statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.

        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 which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any 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.

        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 makes provision for
the indemnification of officers and directors in terms sufficiently broad as to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article V of the Registrant's Bylaws provides
for indemnification of its officers and directors. In addition, the Company has
entered into separate Indemnification Agreements with certain of its directors
and officers.

Item 7. Exemption from Registration Claimed.

        Not applicable.
3

Item 8.  Exhibits.
-----------------

        The following are filed as part of this registration statement:
Exhibit
  Number                                 Description
  -------                                -----------
4.1         1994 Stock Incentive Plan (incorporated by reference to the
                like-numbered exhibit to the Registrant's Registration Statement
                on Form S-8, Registration #33-79772, filed with the Commission
                on June 6, 1994).

   4.1.1        Amendment to 1994 Stock Incentive Plan, effective March 17, 1995
                (incorporated by reference to the Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1994).

   4.1.2        Second Amendment to 1994 Stock Incentive Plan, effective June 5,
                1997 (incorporated by reference to the Post-Effective Amendment
                to Registrant's Registration Statement on Form S-8, Registration
                #33-79772, filed with the Commission on February 13, 1998).

   4.1.3        Third Amendment to 1994 Stock Incentive Plan, effective June 4,
                1998 (incorporated by reference to Registrant's Proxy Statement
                for its Annual Meeting of Stockholders on June 4, 1998, filed
                with the Commission on April 28, 1998)

   4.1.4        Fourth Amendment to 1994 Stock Incentive Plan, effective June 4,
                1998 (incorporated by reference to Registrant's Proxy Statement
                for its Annual Meeting of Stockholders on June 4, 1998, filed
                with the Commission on April 28, 1998)

   4.1.5        Fifth Amendment to 1994 Stock Incentive Plan, effective June 8,
                2000.

   5.1          Opinion of Stradling Yocca Carlson & Rauth, a Professional
                Corporation, counsel to the Registrant.

   23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
                Corporation (included in the Opinion filed as Exhibit 5).

   23.2         Consent of PriceWaterhouseCoopers LLP, independent accountants.

   24           Power of Attorney (included on signature page to this
                Registration Statement).
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 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.
4

                      (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 the registration statement;

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

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

        (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 27th day of June,
2000.

                                        DATUM INC.

                                        By: /s/ ERIK H. VAN DER KAAY
                                        ---------------------------------------
                                                Erik H. van der Kaay, President
5

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Datum Inc., do hereby
constitute and appoint Erik H. van der Kaay and David A. Young, or either of
them, with full power of substitution, our true and lawful attorneys and agents,
to do any and all acts and things in our name and behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or any
of them, may deem necessary or advisable in order to enable said corporation to
comply with the Securities Act of 1933, as amended, and all rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this registration statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we hereby ratify and confirm all that said attorneys and
agents, or any of them, do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                             Title                               Date
          ---------                             -----                               ----
/s/ ERIK H. VAN DER KAAY           President, Chief Executive Officer          June 27, 2000
--------------------------------   and Chairman of the Board
    Erik H. van der Kaay           (Principal Executive Officer)

/s/ DAVID A. YOUNG                 Vice President and Chief Financial          June 27, 2000
--------------------------------   Officer (Principal Financial Officer/
    David A. Young                 Principal Accounting Officer)

/s/ G. Tilton Gardner              Director                                    June 26, 2000
--------------------------------
    G. Tilton Gardner

/s/ DAN L. MCGURK                  Director                                    June 27, 2000
--------------------------------
    Dan L. McGurk

                                   Director
--------------------------------
    Elizabeth A. Fetter

/s/ MICHAEL M. MANN                Director                                    June 26, 2000
--------------------------------
    Michael M. Mann

/s/  R. DAVID HOOVER               Director                                    June 26, 2000
--------------------------------
     R. David Hoover

/s/ LOUIS B. HORWITZ               Director                                    June 27, 2000
--------------------------------
    Louis B. Horwitz
6

                                  EXHIBIT INDEX
Exhibit                                                                           Sequential
  Number                                 Description                                Page Number
  -------                                -----------                                -----------
4.1         1994 Stock Incentive Plan (incorporated by reference to the
                like-numbered exhibit to the Registrant's Registration Statement
                on Form S-8, Registration #33-79772, filed with the Commission
                on June 6, 1994).

   4.1.1        Amendment to 1994 Stock Incentive Plan, effective March 17, 1995
                (incorporated by reference to the Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1994).

   4.1.2        Second Amendment to 1994 Stock Incentive Plan, effective June 5,
                1997 (incorporated by reference to the Post-Effective Amendment
                to Registrant's Registration Statement on Form S-8, Registration
                #33-79772, filed with the Commission on February 13, 1998).

   4.1.3        Third Amendment to 1994 Stock Incentive Plan, effective June 4,
                1998 (incorporated by reference to Registrant's Proxy Statement
                for its Annual Meeting of Stockholders on June 4, 1998, filed
                with the Commission on April 28, 1998)

   4.1.4        Fourth Amendment to 1994 Stock Incentive Plan, effective June 4,
                1998 (incorporated by reference to Registrant's Proxy Statement
                for its Annual Meeting of Stockholders on June 4, 1998, filed
                with the Commission on April 28, 1998)

   4.1.5        Fifth Amendment to 1994 Stock Incentive Plan, effective June 8,
                2000.

   5.1          Opinion of Stradling Yocca Carlson & Rauth, a Professional
                Corporation, counsel to the Registrant.

   23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
                Corporation (included in the Opinion filed as Exhibit 5).

   23.2         Consent of PriceWaterhouseCoopers LLP, independent accountants.

   24           Power of Attorney (included on signature page to this
                registration statement at page S-1).