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<title>FEB 2002 S8 DOC</title>
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<p align="right"><font size="2">
As filed with thet Securities Exchange Commission on February 15, 2002.</br>
Registration No. 333-______________</font></p>

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</DIV>
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<p align="center"><font size="3">
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</font></p>


<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5">FORM S-8</br>
REGISTRATION STATEMENT</br>
UNDER</br>
THE SECURITIES ACT OF 1933</br>
</center></font></p>
<HR align=center SIZE=2 width="25%">

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;






<p align="center"><font size="6" color="#0000FF"><strong>
                             <u>  ALIGN TECHNOLOGY, INC.</u>
</strong></font></br>
<font size="2">
               (Exact name of Registrant as specified in its Charter)
</font></p>

<P>&nbsp;
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<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u> 94-3267295 </u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>



<p align="center"><font size="3"><strong>
                           851 Martin Avenue<br>
                        Santa Clara, California &nbsp;&nbsp;  95050
</strong></font><br>


<font size="2">
        (Address of Principal Executive Offices including Zip Code)
</font></p>

<p align="center"><font size="3">
</br>

<br>
2001 Stock Incentive Plan</br>
Employee Stock Purchase Plan</br>

</font><br>
<font size="2">
                 (Full title of the plans)
<br>
<br>
<br>
                               Zia Chishti</br>
                      Chief Excecutive Officer and Chairman of the Board<br>
                              Align Technolgy, Inc.<br>
                            851 Martin Avenue<br>
                            Santa Clara, California 95050<br>
                               (408) 470-1000</br>
     (Name, address, and telephone number, including area code, of agent for service)<br>


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</DIV>
<DIV align=left>
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</strong></p>

<pre>
<font size="1">

                                                                Calculation of Registration Fee
===========================================================================================================================================
                                                                    Proposed Maximum      Proposed Maximum
   Title of Each Class of Securities              Amount to be       Offering Price      Aggregate Offering         Amount of
            to be Registered                     Registered (1)        Per Share              Price (2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.0001 par value
per share, to be issued under the
2001 Stock Incentive Plan                        2,389,094 shares              $4.530              $10,822,595.00         $2,586.60

Common Stock, $0.001 par value
per share, to be issued under the
Employee Stock Purchase Plan                     1,433,456 shares              $4.530              $6,493,555.60          $1,551.96
                                                ___________________                                                     _____________

                                                 3,822,550 shares                 Aggregate Registration Fee              $4,138.56


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

</font size="1">
</pre>
<ol>
<P><li type=1>This Registration Statement shall also
cover any additional shares of Common Stock which become issuable under the 2001
Stock Incentive Plan or the Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the Registrant's receipt of consideration which results in an increase
in the number of the outstanding shares of Registrant's Common Stock. </P>

<P><LI TYPE=1>Calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended, (the &quot;1993
Act&quot;) on the basis of the average of the high and low selling prices per
share of the Registrant's Common Stock on February 14, 2002 as reported by the
Nasdaq National Market.</P>
</ol></ol>

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<p align="center">

                               ALIGN TECHNOLOGY, INC.
                       REGISTRATION STATEMENT ON FORM S-8</P>


<p align="center"><strong><p>PART II:  INFORMATION REQUIRED IN REGISTRATION STATEMENT</P></strong></p>

<p><strong><P><A NAME="node3"></A>ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.</P></strong></p>




<P>ALIGN TECHNOLOGY, INC. (the &quot;Registrant&quot;) hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the &quot;Commission&quot;):
</P>

<P>(a)&#9;Our Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000; and</p>
<P>(b)&#9;Our Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 2001, June 30, 2001 and March 31, 2001; and</P>

<P>(c)&#9;Our Company's Registration Statement No. 000-32259 on Form 8-A12G
filed with the Commission on January 25, 2001, pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the 1934 Act) in which are described the terms,
rights and provisions applicable to the Registrant's outstanding Common
Stock; and</P>

<P>(d)&#9;All other reports filed by our Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2000.</p>


<P>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.</P>

<p align="center">
 II-1 </P>
<p><strong><P><A NAME="node3"></A>ITEM 4. DESCRIPTION OF SECURITIES.</P></strong></p>

<P>Not Applicable.</P>

<p><strong><P><A NAME="node3"></A>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.</P></strong></p>

<P>Not Applicable.</P>

<p><strong><P><A NAME="node3"></A>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</P></strong></p>
<P>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 the indemnification
under some circumstances for liabilities (including reimbursement for expenses
incurred) arising under the 1933 Act.  Article VII of the Amended and Restated
Certificate of Incorporation of the Registrant provides that, subject to
Delaware law, its directors will not be personally liable for monetary damages
for breach of the directors' fiduciary duty as directors to the Registrant and
its stockholders.  This provision does not eliminate the directors' fiduciary
duty, and in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law.
</P>
<P>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 expects to enter into indemnification agreements with its
directors.  The indemnification agreements provide the Registrant's directors
with further indemnification to the maximum extent permitted by the Delaware
General Corporation Law.  The Registrant expects to obtain insurance covering
directors and officers for claims they may otherwise be required to pay or for
which the Registrant is required to indemnify them.</P>

<p><strong><P><A NAME="node3"></A>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</P></strong></p>
<P>Not Applicable.</P>
<p align="center">
 II-2 </P>

<p><strong><P><A NAME="node3"></A>ITEM 8. EXHIBITS.</P></strong></p>

<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="15%">
<font size="2"><strong><b>
Exhibit<br><u>Number</u></b>
</font></strong>
</TD>
<TD WIDTH="85%">
<font size="2"><strong><b>
<u>Description</u></B>
</font></strong>
</TD>
</TR>

  <TR vAlign=top>
<TD>
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&nbsp;
4
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</TD>
<TD>
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Instruments Defining the Rights of Stockholders. Reference is made to Registrant's Registration
Statement No. 000-32259 on Form 8-A12G, together with the exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(c) to this Registration Statement.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
5.1
</font>
</TD>
<TD>
<font size="2">
Opinion of Brobeck, Phleger & Harrison LLP.
</font>
</TD>
</TR>

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<TD>
<font size="2">
&nbsp;
23.1
</font>
</TD>
<TD>
<font size="2">
Consent of PricewaterhouseCoopers LLP, Independent Accountants
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
23.2
</font>
</TD>
<TD>
<font size="2">
Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
24.1
</font>
</TD>
<TD>
<font size="2">
Power of Attorney. Reference is made to page II-4 of this Registration Statement.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
99.1*
</font>
</TD>
<TD>
<font size="2">
2001 Stock Incentive Plan.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
99.2**
</font>
</TD>
<TD>
<font size="2">
Employee Stock Purchase Plan.
</font>
</TD>
</TR>

</font>
</TD>
</TR>

</table>

<font size="2">
<BLOCKQUOTE>
<P>* Incorporated by reference to Exhibit 10.13 of the Registration Statement on
Form S-1/A dated December 28, 2000, Commission File Number 333-49932.</P>

<P>* * Incorporated by reference to Exhibit 10.14 of the Registration Statement
on Form S-1/A dated December 28, 2000, Commission File Number 333-49932.</P>
</BLOCKQUOTE>

<P><Strong>Item 9.&#9; <U>Undertakings</U></strong></P>
<FONT SIZE=2><P>A.&#9;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 clauses 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 Registrant's 2001
Stock Incentive Plan, and/or the Employee Stock Purchase Plan. </P>
<P>B.&#9;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.</P>
<P>C.&#9;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 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.</P>
<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>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 Santa Clara, State of California on this 13th day
of February, 2002. </P><DIR>

<P>
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    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size=2>
                                                ALIGN TECHNOLOGY, INC.
</TD></TR></TABLE>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size=2>
     By:      /s/ Zia Chishti
</TD></TR></TABLE>




<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size=2>
            Zia Chishti
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size=2><I>
 Chief Executive Officer and Chairman of the Board
  </I></TD></TR></TABLE></P>



<p align="center">
 II-3 </P>

<p><strong><P>                                POWER OF ATTORNEY</P></strong></p>

<P>KNOW ALL PERSONS BY THESE PRESENTS:
that the undersigned officers and directors of Align Technology, Inc., a
Delaware corporation, do hereby constitute and appoint Zia Chishti and Stephen
Bonelli and each 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 any 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 that all said attorneys and
agents, or any one of them, shall do or cause to be done by virtue hereof.  This
Power of Attorney may be signed in several counterparts.</P>

<B><P>IN WITNESS WHEREOF,</B> each of the undersigned has executed this Power of
Attorney as of the date indicated.</P>
<P>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 on February 14, 2002.</P>


<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="45%">
<font size="2"><strong>
<P ALIGN="CENTER"><u>SIGNATURE</u>
</font></strong>
</TD>
<TD WIDTH="55%">
<font size="2"><strong>
<P ALIGN="CENTER"><u>TITLE</u>
</font></strong>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
<u>/s/ Zia Chrishti</u><br>
&nbsp;&nbsp;&nbsp;&nbsp;Zia Chishti
</font>
</TD>
<TD>
<font size="2">
Chief Executive
Officer and Chairman of the Board (Principal Executive Officer)
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
<u>/s/ Stephen Bonelli</u><br>
&nbsp;&nbsp;&nbsp;&nbsp;Stephen Bonelli
</font>
</TD>
<TD>
<font size="2">
Chief Financial Officer and Vice President, Finance
(Principal Financial and Accounting Officer)
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
<u>/s/ Kelsey Wirth</U><br>
&nbsp;&nbsp;&nbsp;&nbsp;Kelsey Wirth
</font>
</TD>
<TD>
<font size="2">
Director
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
<u>/s/ Brian Dovey</u><br>
&nbsp;&nbsp;&nbsp;&nbsp;Brian Dovey
</font>
</TD>
<TD>
<font size="2">
Director
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
<u>/s/ Joseph Lacob</U><br>
&nbsp;&nbsp;&nbsp;&nbsp;Joseph Lacob
</font>
</TD>
<TD>
<font size="2">
Director
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
<u>________________________</u><br>
&nbsp;&nbsp;&nbsp;&nbsp;Mark Logan
</font>
</TD>
<TD>
<font size="2">
Director
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
<u>/s/ H. Kent Bowen</u><br>
&nbsp;&nbsp;&nbsp;&nbsp;H. Kent Bowen
</font>
</TD>
<TD>
<font size="2">
Director
</font>
</TD>
</TR>
</table>


<p align="center">
 II - 4 </P>
<p><strong><P>                                INDEX TO EXHIBITS</P></strong></p>
<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="15%">
<font size="2"><strong>
Exhibit<br><u>Number</u>
</font></strong>
</TD>
<TD WIDTH="85%">
<font size="2"><strong>
<u>Description</u>
</font></strong>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
5.1
</font>
</TD>
<TD>
<font size="2">
Opinion of Brobeck, Phleger & Harrison LLP.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="2">
&nbsp;
23.1
</font>
</TD>
<TD>
<font size="2">
Consent of PricewaterhouseCoopers LLP, Independent Accountants
</font>
</TD>
</TR>

<br>
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<HR WIDTH="85%">
<br>
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</body>
</html>
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FEB 2002 S8 DOC
As filed with thet Securities Exchange Commission on February 15, 2002.
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALIGN TECHNOLOGY, INC.
(Exact name of Registrant as specified in its Charter)
Delaware
94-3267295
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
851 Martin Avenue
Santa Clara, California     95050
(Address of Principal Executive Offices including Zip Code)
2001 Stock Incentive Plan
Employee Stock Purchase Plan
(Full title of the plans)
Zia Chishti
Chief Excecutive Officer and Chairman of the Board
Align Technolgy, Inc.
851 Martin Avenue
Santa Clara, California 95050
(408) 470-1000
(Name, address, and telephone number, including area code, of agent for service)
Calculation of Registration Fee
===========================================================================================================================================
                                                                    Proposed Maximum      Proposed Maximum
   Title of Each Class of Securities              Amount to be       Offering Price      Aggregate Offering         Amount of
            to be Registered                     Registered (1)        Per Share              Price (2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.0001 par value
per share, to be issued under the
2001 Stock Incentive Plan                        2,389,094 shares              $4.530              $10,822,595.00         $2,586.60

Common Stock, $0.001 par value
per share, to be issued under the
Employee Stock Purchase Plan                     1,433,456 shares              $4.530              $6,493,555.60          $1,551.96
                                                ___________________                                                     _____________

                                                 3,822,550 shares                 Aggregate Registration Fee              $4,138.56

===========================================================================================================================================
This Registration Statement shall also
cover any additional shares of Common Stock which become issuable under the 2001
Stock Incentive Plan or the Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the Registrant's receipt of consideration which results in an increase
in the number of the outstanding shares of Registrant's Common Stock.
Calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended, (the "1993
Act") on the basis of the average of the high and low selling prices per
share of the Registrant's Common Stock on February 14, 2002 as reported by the
Nasdaq National Market.
ALIGN TECHNOLOGY, INC.
                       REGISTRATION STATEMENT ON FORM S-8
PART II:  INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
ALIGN TECHNOLOGY, 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)	Our Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000; and
(b)	Our Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 2001, June 30, 2001 and March 31, 2001; and
(c)	Our Company's Registration Statement No. 000-32259 on Form 8-A12G
filed with the Commission on January 25, 2001, pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the 1934 Act) in which are described the terms,
rights and provisions applicable to the Registrant's outstanding Common
Stock; and
(d)	All other reports filed by our Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2000.
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.
II-1
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 the indemnification
under some circumstances for liabilities (including reimbursement for expenses
incurred) arising under the 1933 Act.  Article VII of the Amended and Restated
Certificate of Incorporation of the Registrant provides that, subject to
Delaware law, its directors will not be personally liable for monetary damages
for breach of the directors' fiduciary duty as directors to the Registrant and
its stockholders.  This provision does not eliminate the directors' fiduciary
duty, and in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available 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 expects to enter into indemnification agreements with its
directors.  The indemnification agreements provide the Registrant's directors
with further indemnification to the maximum extent permitted by the Delaware
General Corporation Law.  The Registrant expects to obtain insurance covering
directors and officers for claims they may otherwise be required to pay or for
which the Registrant is required to indemnify them.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-2
ITEM 8. EXHIBITS.
Exhibit
Number
Description
4
Instruments Defining the Rights of Stockholders. Reference is made to Registrant's Registration
Statement No. 000-32259 on Form 8-A12G, together with the exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(c) to this Registration Statement.
5.1
Opinion of Brobeck, Phleger & Harrison LLP.
23.1
Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2
Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.1.
24.1
Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1*
2001 Stock Incentive Plan.
99.2**
Employee Stock Purchase Plan.
* Incorporated by reference to Exhibit 10.13 of the Registration Statement on
Form S-1/A dated December 28, 2000, Commission File Number 333-49932.
* * Incorporated by reference to Exhibit 10.14 of the Registration Statement
on Form S-1/A dated December 28, 2000, Commission File Number 333-49932.
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 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 clauses 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 Registrant's 2001
Stock Incentive Plan, and/or the Employee Stock Purchase 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 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 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 Santa Clara, State of California on this 13th day
of February, 2002.
ALIGN TECHNOLOGY, INC.
By:      /s/ Zia Chishti
Zia Chishti
Chief Executive Officer and Chairman of the Board
II-3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
that the undersigned officers and directors of Align Technology, Inc., a
Delaware corporation, do hereby constitute and appoint Zia Chishti and Stephen
Bonelli and each 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 any 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 that all said attorneys and
agents, or any 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 on February 14, 2002.
SIGNATURE
TITLE
/s/ Zia Chrishti
Zia Chishti
Chief Executive
Officer and Chairman of the Board (Principal Executive Officer)
/s/ Stephen Bonelli
Stephen Bonelli
Chief Financial Officer and Vice President, Finance
(Principal Financial and Accounting Officer)
/s/ Kelsey Wirth
Kelsey Wirth
Director
/s/ Brian Dovey
Brian Dovey
Director
/s/ Joseph Lacob
Joseph Lacob
Director
________________________
Mark Logan
Director
/s/ H. Kent Bowen
H. Kent Bowen
Director
II - 4
INDEX TO EXHIBITS
Exhibit
Number
Description
5.1
Opinion of Brobeck, Phleger & Harrison LLP.
23.1
Consent of PricewaterhouseCoopers LLP, Independent Accountants