<PAGE>

           As filed with the Securities and Exchange Commission on June 5, 2000
                                                     Registration No.  333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                              REDBACK NETWORKS INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                       3576                    77-0438443
(State or other jurisdiction  (Primary Standard Industrial     (IRS Employer
    of incorporation or        Classification Code Number)   Identification No.)
       organization)
                              1195 BORREGAS AVENUE
                           SUNNYVALE, CALIFORNIA 94089
               (Address of principal executive offices) (Zip Code)

                              REDBACK NETWORKS INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                DENNIS L. BARSEMA
                             CHIEF EXECUTIVE OFFICER
                              REDBACK NETWORKS INC.
                              1195 BORREGAS AVENUE
                           SUNNYVALE, CALIFORNIA 94089
                     (Name and address of agent for service)

                                 (408) 571-5000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
                                                    PROPOSED
                                                     MAXIMUM       PROPOSED
                                                    OFFERING        MAXIMUM       AMOUNT OF
TITLE OF SECURITIES TO BE           AMOUNT TO BE    PRICE PER      AGGREGATE    REGISTRATION
        REGISTERED                  REGISTERED(1)     SHARE     OFFERING PRICE       FEE
-------------------------           ------------    ---------   --------------  ------------
<S>                                 <C>              <C>             <C>            <C>
1999 EMPLOYEE STOCK PURCHASE PLAN

Rights to purchase Common Stock     306,670          N/A          N/A                    N/A

Common Stock, $0.0001 par value     306,670 shares   $79 (2)      $24,226,930(2)       $6396
</TABLE>

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

(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become issuable under the 1999 Employee Stock Purchase
    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 Redback Networks 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 Redback Networks Inc. as reported
    on the Nasdaq National Market on May 30, 2000.
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Redback Networks 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-K for the fiscal year
            ended December 31, 1999;

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

        (c) The Registrant's Current Reports on Forms 8-K filed with the SEC on
            March 20, 2000 and March 21, 2000; and

        (d) The Registrant's Registration Statement No. 0-25853 on Form 8-A
            filed with the SEC on April 22, 1999, pursuant to Section 12 of the
            Securities Exchange Act of 1934, as amended (the "1934 Act"), in
            which there is described the terms, rights and provisions applicable
            to the Registrant's outstanding Common Stock.

        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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. DESCRIPTION OF SECURITIES

        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 Securities Act of 1933,
as amended (the "1933 Act"). The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with each of its directors and officers.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.


                                      II-1
<PAGE>


Item 8. EXHIBITS

        EXHIBIT
        NUMBER    EXHIBIT

           4      Instrument Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 0-25853 on Form
                  8-A, which is incorporated herein by reference pursuant to
                  Item 3(d) of this Registration Statement.

           5      Opinion and consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP

          23.1    Consent of Independent Accountants.

          23.2    Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

           24     Power of Attorney. Reference is made to page II-3 of 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 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 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 1999
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 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 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-2
<PAGE>


                                   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 Sunnyvale, State of California on this 31st day
of June 2, 2000.


                                   REDBACK NETWORKS INC.

                                   By:/S/ DENNIS L. BARSEMA
                                      ------------------------------------------
                                      Dennis L. Barsema
                                      Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned officers and directors of Redback Networks, Inc, a
Delaware corporation, do hereby constitute and appoint Dennis L. Barsema and
Craig M. Gentner, 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 either 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/ Dennis L. Barsema     Chief Executive Officer and Director    June 2, 2000
--------------------------- (Principal Executive Officer)
     Dennis L. Barsema


  /S/ Craig M. Gentner      Senior Vice President of Finance,       June 2, 2000
--------------------------- Chief Financial Officer and
     Craig M. Gentner       Corporate Secretary


                                      II-3
<PAGE>


         SIGNATURE                       TITLE                          DATE

  /S/ Dennis Barsema        Chief Executive Officer and Director    June 2, 2000
---------------------------
     Dennis Barsema


                                         Director
---------------------------
     James R. Flach


                                         Director
---------------------------
     Promod Haque


                                         Director
---------------------------
     Vinod Khosla


  /S/ William H. Kurtz                   Director                   June 2, 2000
---------------------------
     William H. Kurtz


  /S/ Pierre R. Lamond                   Director                   June 2, 2000
---------------------------
     Pierre R. Lamond


  /S/ Vivek Ragavan         President, Chief Operating Officer      June 2, 2000
---------------------------            and Director
     Vivek Ragavan


  /S/ Daniel J. Warmenhoven              Director                   June 2, 2000
---------------------------
     Daniel J. Warmenhoven


                                      II-4
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NUMBER   EXHIBIT

      4           Instrument Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 25853 on Form 8-A,
                  which is incorporated herein by reference pursuant to Item
                  3(b) of this Registration Statement.

      5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP

     23.1         Consent of Independent Accountants.

     23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

      24          Power of Attorney. Reference is made to page II-3 of this
                  Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 15817}]
{"company-data": {"conformed-name": "REDBACK NETWORKS INC", "cik": "0001081290", "assigned-sic": "7389", "irs-number": "770438443", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38610", "film-number": "649484"}, "business-address": {"street1": "1195 BORREGAS AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089-1306", "phone": "4085483500"}, "mail-address": {"street1": "1195 BORREGAS AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on June 5, 2000
                                                     Registration No.  333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                              REDBACK NETWORKS INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                       3576                    77-0438443
(State or other jurisdiction  (Primary Standard Industrial     (IRS Employer
    of incorporation or        Classification Code Number)   Identification No.)
       organization)
                              1195 BORREGAS AVENUE
                           SUNNYVALE, CALIFORNIA 94089
               (Address of principal executive offices) (Zip Code)

                              REDBACK NETWORKS INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                DENNIS L. BARSEMA
                             CHIEF EXECUTIVE OFFICER
                              REDBACK NETWORKS INC.
                              1195 BORREGAS AVENUE
                           SUNNYVALE, CALIFORNIA 94089
                     (Name and address of agent for service)

                                 (408) 571-5000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
PROPOSED
                                                     MAXIMUM       PROPOSED
                                                    OFFERING        MAXIMUM       AMOUNT OF
TITLE OF SECURITIES TO BE           AMOUNT TO BE    PRICE PER      AGGREGATE    REGISTRATION
        REGISTERED                  REGISTERED(1)     SHARE     OFFERING PRICE       FEE
-------------------------           ------------    ---------   --------------  ------------
1999 EMPLOYEE STOCK PURCHASE PLAN

Rights to purchase Common Stock     306,670          N/A          N/A                    N/A

Common Stock, $0.0001 par value     306,670 shares   $79 (2)      $24,226,930(2)       $6396
================================================================================

(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become issuable under the 1999 Employee Stock Purchase
    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 Redback Networks 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 Redback Networks Inc. as reported
    on the Nasdaq National Market on May 30, 2000.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        Redback Networks 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-K for the fiscal year
            ended December 31, 1999;

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

        (c) The Registrant's Current Reports on Forms 8-K filed with the SEC on
            March 20, 2000 and March 21, 2000; and

        (d) The Registrant's Registration Statement No. 0-25853 on Form 8-A
            filed with the SEC on April 22, 1999, pursuant to Section 12 of the
            Securities Exchange Act of 1934, as amended (the "1934 Act"), in
            which there is described the terms, rights and provisions applicable
            to the Registrant's outstanding Common Stock.

        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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. DESCRIPTION OF SECURITIES

        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 Securities Act of 1933,
as amended (the "1933 Act"). The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with each of its directors and officers.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

                                      II-1
Item 8. EXHIBITS

        EXHIBIT
        NUMBER    EXHIBIT

           4      Instrument Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 0-25853 on Form
                  8-A, which is incorporated herein by reference pursuant to
                  Item 3(d) of this Registration Statement.

           5      Opinion and consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP

          23.1    Consent of Independent Accountants.

          23.2    Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

           24     Power of Attorney. Reference is made to page II-3 of 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 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 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 1999
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 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 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-2
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 Sunnyvale, State of California on this 31st day
of June 2, 2000.

                                   REDBACK NETWORKS INC.

                                   By:/S/ DENNIS L. BARSEMA
                                      ------------------------------------------
                                      Dennis L. Barsema
                                      Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

        That the undersigned officers and directors of Redback Networks, Inc, a
Delaware corporation, do hereby constitute and appoint Dennis L. Barsema and
Craig M. Gentner, 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 either 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/ Dennis L. Barsema     Chief Executive Officer and Director    June 2, 2000
--------------------------- (Principal Executive Officer)
     Dennis L. Barsema

  /S/ Craig M. Gentner      Senior Vice President of Finance,       June 2, 2000
--------------------------- Chief Financial Officer and
     Craig M. Gentner       Corporate Secretary

                                      II-3
SIGNATURE                       TITLE                          DATE

  /S/ Dennis Barsema        Chief Executive Officer and Director    June 2, 2000
---------------------------
     Dennis Barsema

                                         Director
---------------------------
     James R. Flach

                                         Director
---------------------------
     Promod Haque

                                         Director
---------------------------
     Vinod Khosla

  /S/ William H. Kurtz                   Director                   June 2, 2000
---------------------------
     William H. Kurtz

  /S/ Pierre R. Lamond                   Director                   June 2, 2000
---------------------------
     Pierre R. Lamond

  /S/ Vivek Ragavan         President, Chief Operating Officer      June 2, 2000
---------------------------            and Director
     Vivek Ragavan

  /S/ Daniel J. Warmenhoven              Director                   June 2, 2000
---------------------------
     Daniel J. Warmenhoven

                                      II-4
EXHIBIT INDEX

EXHIBIT NUMBER   EXHIBIT

      4           Instrument Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 25853 on Form 8-A,
                  which is incorporated herein by reference pursuant to Item
                  3(b) of this Registration Statement.

      5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
                  Franklin & Hachigian, LLP

     23.1         Consent of Independent Accountants.

     23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin &
                  Hachigian, LLP is contained in Exhibit 5.

      24          Power of Attorney. Reference is made to page II-3 of this
                  Registration Statement.