<PAGE>   1
                                                       Registration No._________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

            Delaware                                   94-3337326
-----------------------------------         ------------------------------------
  (State or other jurisdiction              (I.R.S. employer identification no.)
of incorporation or organization)

                             48461 Fremont Boulevard
                            Fremont, California 94538
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                  VIALTA, INC.
                            1999 STOCK INCENTIVE PLAN
                        2000 DIRECTORS STOCK OPTION PLAN
                       2001 NONSTATUTORY STOCK OPTION PLAN
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                       -----------------------------------
                            (Full title of the plans)

                                 Fred S.L. Chan
                      Chief Executive Officer, Vialta, Inc.
                             48461 Fremont Boulevard
                            Fremont, California 94538
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (510) 492-1980

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

<PAGE>   2

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                          Proposed               Proposed
         Title of                                          maximum                maximum
     Securities to be           Amount to be           offering price            aggregate               Amount of
       registered(1)            registered(2)            per share(3)        offering price(3)      registration fee
-------------------------   ---------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>                        <C>                   <C>                    <C>
1999 Stock Incentive Plan
Class A Common Stock
Par Value $0.001                 2,989,300                 $0.96                 $2,863,749
                                 6,989,450                 $1.18                 $8,247,551

2000 Directors Stock Option
Plan Class A Common Stock
Par Value $0.001                    64,000                 $2.01                   $128,640
                                   236,000                 $1.18                   $278,480

2001 Nonstatutory Stock Option
Plan Class A Common Stock
Par Value $0.001                 8,939,219                 $0.001                    $8,939

2001 Employee Stock Purchase
Plan Class A Common Stock
Par Value $0.001                 1,000,000                 $1.18                 $1,180,000


TOTALS                          20,217,969                                      $12,707,359             $3,177
</TABLE>

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

(1) The securities to be registered include options and rights to acquire Class
    A Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
    additional securities that may be offered or issued in connection with any
    stock split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. As to shares subject to outstanding but unexercised
    options under the 1999 Stock Incentive Plan, the


<PAGE>   3

    2000 Directors Stock Option Plan and the 2001 Nonstatutory Stock Option
    Plan, the price is computed on  the basis of the weighted average exercise
    price. As to shares subject to unissued options under the 1999 Stock
    Incentive Plan and the 2000 Directors Stock Option Plan, the price is
    computed on the basis of the book value per share.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         Vialta, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents:

         (a) The Company's registration statement on Form 10 filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), containing audited financial statements for the Company's latest fiscal
year ended December 31, 2000 as originally filed with the Securities and
Exchange Commission on May 25, 2001 and as amended on June 13, 2001 and July 17,
2001.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 10, including any amendment or report
filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or


<PAGE>   4

alleged breach of the director's "duty of care." While this statute does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The statute has
no effect on a director's duty of loyalty or liability for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends or stock redemptions or repurchases, or for any
transaction from which the director derives an improper personal benefit. As
permitted by the statute, the Company has adopted provisions in its Certificate
of Incorporation which eliminate to the fullest extent permissible under
Delaware law the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.

         Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company intends to enter into agreements with its directors
and certain of its executive officers that will require the Company to indemnify
such persons to the fullest extent permitted under Delaware law against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an executive officer of the Company or any of its affiliated enterprises. The
indemnification agreements will also set forth certain procedures that will
apply in the event of a claim for indemnification thereunder.

         Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

         See Exhibit Index.

Item 9. Undertakings

         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:

<PAGE>   5

              (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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; and

              (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 (1)(i) and (l)(ii) do 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 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.

         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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

         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.


<PAGE>   6



                                    SIGNATURE

         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 Fremont, State of California, on July 24, 2001.

                                         Vialta, Inc.

                                         By:  /s/ Fred S.L. Chan
                                             -------------------------------
                                             Fred S.L. Chan, Chairman and Chief
                                               Executive Officer



<PAGE>   7


                        SIGNATURES AND POWER OF ATTORNEY

         The officers and directors of Vialta, Inc. whose signatures appear
below, hereby constitute and appoint Fred S.L. Chan , Chairman and Chief
Executive Officer their true and lawful attorney and agent, with full power of
substitution, with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that said
attorney and agent, or his substitutes, shall do or cause to be done by virtue
hereof.

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

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

 /s/ Fred S.L. Chan                           Chairman and Chief Executive Officer        July 24, 2001
----------------------------------------      (Principal Executive Officer, Principal
Fred S.L. Chan                                Financial and Accounting Officer)


 /s/ Herbert Chang                            Director                                    July 24, 2001
----------------------------------------
Herbert Chang

 /s/ Matthew K. Fong                          Director                                    July 24, 2001
----------------------------------------
Matthew K. Fong

 /s/ Masaharu Shinya                          Director                                    July 24, 2001
----------------------------------------
Masaharu Shinya
</TABLE>


<PAGE>   8


                                  EXHIBIT INDEX

 4.1      Amended and Restated Certificate of Incorporation of the Company

 4.2      Amended and Restated Bylaws of the Company

 4.3      Form of Employee Matters Agreement is incorporated by reference to
          Exhibit 2.3 to the Company's Registration Statement on Form 10
          originally filed with the Securities and Exchange Commission on May
          25, 2001 and amended on June 13, 2001 and July 17, 2001 (No.
          000-32809).

 4.4      Form of Master Distribution Agreement is incorporated by reference to
          Exhibit 2.1 to the Company's Registration Statement on Form 10
          originally filed with the Securities and Exchange Commission on May
          25, 2001 and amended on June 13, 2001 and July 17, 2001 (No.
          000-32809).

 5.1      Opinion re legality

23.1      Consent of Counsel (included in Exhibit 5.1)

23.2      Consent of PricewaterhouseCoopers LLP

24        Power of Attorney (included in signature pages to this registration
          statement)
[{"type": "S-8", "sequence": "1", "filename": "f74325ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16856}]
{"company-data": {"conformed-name": "VIALTA INC", "cik": "0001141363", "assigned-sic": "6770", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65752", "film-number": "1688167"}, "business-address": {"street1": "48461 FREMONT BLVD", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5104921980"}}
1
                                                       Registration No._________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

            Delaware                                   94-3337326
-----------------------------------         ------------------------------------
  (State or other jurisdiction              (I.R.S. employer identification no.)
of incorporation or organization)

                             48461 Fremont Boulevard
                            Fremont, California 94538
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                  VIALTA, INC.
                            1999 STOCK INCENTIVE PLAN
                        2000 DIRECTORS STOCK OPTION PLAN
                       2001 NONSTATUTORY STOCK OPTION PLAN
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                       -----------------------------------
                            (Full title of the plans)

                                 Fred S.L. Chan
                      Chief Executive Officer, Vialta, Inc.
                             48461 Fremont Boulevard
                            Fremont, California 94538
                     ---------------------------------------
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (510) 492-1980

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
2

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

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                          Proposed               Proposed
         Title of                                          maximum                maximum
     Securities to be           Amount to be           offering price            aggregate               Amount of
       registered(1)            registered(2)            per share(3)        offering price(3)      registration fee
-------------------------   ---------------------- ----------------------- ---------------------- ----------------------
1999 Stock Incentive Plan
Class A Common Stock
Par Value $0.001                 2,989,300                 $0.96                 $2,863,749
                                 6,989,450                 $1.18                 $8,247,551

2000 Directors Stock Option
Plan Class A Common Stock
Par Value $0.001                    64,000                 $2.01                   $128,640
                                   236,000                 $1.18                   $278,480

2001 Nonstatutory Stock Option
Plan Class A Common Stock
Par Value $0.001                 8,939,219                 $0.001                    $8,939

2001 Employee Stock Purchase
Plan Class A Common Stock
Par Value $0.001                 1,000,000                 $1.18                 $1,180,000

TOTALS                          20,217,969                                      $12,707,359             $3,177
------------------

(1) The securities to be registered include options and rights to acquire Class
    A Common Stock.

(2) Pursuant to Rule 416(a), this registration statement also covers any
    additional securities that may be offered or issued in connection with any
    stock split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
    registration fee. As to shares subject to outstanding but unexercised
    options under the 1999 Stock Incentive Plan, the
3

    2000 Directors Stock Option Plan and the 2001 Nonstatutory Stock Option
    Plan, the price is computed on  the basis of the weighted average exercise
    price. As to shares subject to unissued options under the 1999 Stock
    Incentive Plan and the 2000 Directors Stock Option Plan, the price is
    computed on the basis of the book value per share.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         Vialta, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents:

         (a) The Company's registration statement on Form 10 filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), containing audited financial statements for the Company's latest fiscal
year ended December 31, 2000 as originally filed with the Securities and
Exchange Commission on May 25, 2001 and as amended on June 13, 2001 and July 17,
2001.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 10, including any amendment or report
filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or
4

alleged breach of the director's "duty of care." While this statute does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The statute has
no effect on a director's duty of loyalty or liability for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends or stock redemptions or repurchases, or for any
transaction from which the director derives an improper personal benefit. As
permitted by the statute, the Company has adopted provisions in its Certificate
of Incorporation which eliminate to the fullest extent permissible under
Delaware law the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.

         Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company intends to enter into agreements with its directors
and certain of its executive officers that will require the Company to indemnify
such persons to the fullest extent permitted under Delaware law against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an executive officer of the Company or any of its affiliated enterprises. The
indemnification agreements will also set forth certain procedures that will
apply in the event of a claim for indemnification thereunder.

         Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

         See Exhibit Index.

Item 9. Undertakings

         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:
5

              (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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; and

              (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 (1)(i) and (l)(ii) do 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 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.

         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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

         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.
6

                                    SIGNATURE

         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 Fremont, State of California, on July 24, 2001.

                                         Vialta, Inc.

                                         By:  /s/ Fred S.L. Chan
                                             -------------------------------
                                             Fred S.L. Chan, Chairman and Chief
                                               Executive Officer
7

                        SIGNATURES AND POWER OF ATTORNEY

         The officers and directors of Vialta, Inc. whose signatures appear
below, hereby constitute and appoint Fred S.L. Chan , Chairman and Chief
Executive Officer their true and lawful attorney and agent, with full power of
substitution, with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that said
attorney and agent, or his substitutes, shall do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                       Title                                Date
                ---------                                       -----                                ----
/s/ Fred S.L. Chan                           Chairman and Chief Executive Officer        July 24, 2001
----------------------------------------      (Principal Executive Officer, Principal
Fred S.L. Chan                                Financial and Accounting Officer)

 /s/ Herbert Chang                            Director                                    July 24, 2001
----------------------------------------
Herbert Chang

 /s/ Matthew K. Fong                          Director                                    July 24, 2001
----------------------------------------
Matthew K. Fong

 /s/ Masaharu Shinya                          Director                                    July 24, 2001
----------------------------------------
Masaharu Shinya
8

                                  EXHIBIT INDEX

 4.1      Amended and Restated Certificate of Incorporation of the Company

 4.2      Amended and Restated Bylaws of the Company

 4.3      Form of Employee Matters Agreement is incorporated by reference to
          Exhibit 2.3 to the Company's Registration Statement on Form 10
          originally filed with the Securities and Exchange Commission on May
          25, 2001 and amended on June 13, 2001 and July 17, 2001 (No.
          000-32809).

 4.4      Form of Master Distribution Agreement is incorporated by reference to
          Exhibit 2.1 to the Company's Registration Statement on Form 10
          originally filed with the Securities and Exchange Commission on May
          25, 2001 and amended on June 13, 2001 and July 17, 2001 (No.
          000-32809).

 5.1      Opinion re legality

23.1      Consent of Counsel (included in Exhibit 5.1)

23.2      Consent of PricewaterhouseCoopers LLP

24        Power of Attorney (included in signature pages to this registration
          statement)