<PAGE>   1

   As filed with the Securities and Exchange Commission on September 13, 2000
                                                   Registration No. 333_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               IRIDEX CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<S>                                                       <C>
            DELAWARE                                            77-0210467
            --------                                            ----------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)
</TABLE>

                             1212 TERRA BELLA AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
   (Address, including zip code, of Registrant's principal executive offices)


                                 1998 STOCK PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            1995 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                              Theodore A. Boutacoff
                      President and Chief Executive Officer
                               IRIDEX Corporation
                             1212 Terra Bella Avenue
                         Mountain View, California 94043
                                 (650) 940-4700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                             Judith M. O'Brien, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050
                                 (415) 493-9300

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

<PAGE>   2

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                       Proposed          Proposed
                                                                        Maximum           Maximum
                                                       Amount          Offering          Aggregate        Amount of
           Title of Securities                         to be             Price           Offering       Registration
            to be Registered                        Registered(1)      Per Share           Price             Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>            <C>                  <C>
Common Stock to be issued upon exercise of
options granted under the 1998 Stock Plan              240,000         $7.75          $ 1,860,000.00      $ 491.04
--------------------------------------------------------------------------------------------------------------------
Common Stock to be issued pursuant to the 1995
Employee Stock Purchase Plan                            50,000         $6.5875        $   329,375.00      $  86.96
--------------------------------------------------------------------------------------------------------------------
Common Stock to be issued upon exercise of
options under the  1995 Director Option Plan            20,000         $7.75          $   155,000.00      $  40.92
--------------------------------------------------------------------------------------------------------------------
                  Totals                               310,000                        $ 2,344.375.00      $ 618.92
====================================================================================================================
</TABLE>

(1)  Amount of securities to be registered computed in accordance with Rule
     457(h) of the Securities Act of 1933, as amended, as the maximum number of
     the Registrant's Common Stock issuable under the plans covered by this
     registration statement.

(2)  Estimated in accordance with Rule 457(c) solely for the purpose of
     calculating the registration fee, based on the average between the high and
     low price as reported by the Nasdaq National Market on September 7, 2000.

(3)  Estimated in accordance with Rule 457(c) solely for the purpose of
     calculating the registration fee, based on 85% of the average between the
     high and low price as reported by the Nasdaq National Market on September
     7, 2000.

<PAGE>   3

                               IRIDEX CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by IRIDEX Corporation (the
"Company" or the "Registrant") are hereby incorporated by reference into this
Registration Statement:

     (a)  The Company's Annual Report on Form 10-K405 for the fiscal year ended
          January 1, 2000 filed pursuant to Section 13 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  The Company's definitive proxy statement dated April 28, 2000, filed
          in connection with the Company's Annual Meeting of Stockholders held
          June 7, 2000;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          April 1, 2000, and the Quarterly Report on Form 10-Q for the quarter
          ended July 1, 2000, filed pursuant to Section 13 of the Exchange Act;
          and

     (d)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A filed on February 15,
          1996, pursuant to Section 12(b) of the Exchange Act.

     All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which de-registers all securities then remaining unsold under
this Registration Statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of shares of Common Stock offered hereby will
be passed upon for the Registrant by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California. Judith Mayer O'Brien, a member
of Wilson Sonsini Goodrich & Rosati, is Secretary of the Registrant.

<PAGE>   4

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporations 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 Act. The Registrant's
Bylaws provides for the mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum
extent permitted by Delaware General Corporation Law. Registrant has entered
into an indemnification agreement with each of its officers and directors which
provide the Registrant's officers and directors with indemnification to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Registrant's Amended and Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for a breach of the directors' fiduciary duty as a director to
Registrant and its stockholders, provided that such liability does not arise
from certain proscribed conduct. Registrant also currently maintains officer and
director liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                            Description of Document
-------   -----------------------------------------------------------------------
<S>       <C>
  5.1     Opinion of Wilson Sonsini Goodrich & Rosati, counsel for the Company,
          as to legality of securities being registered.

 10.1*    1998 Stock Plan and forms of option agreements and stock purchase
          agreement thereunder.

 10.2**   1995 Employee Stock Purchase Plan, as amended, and form of subscription
          agreement thereunder.

 10.3***  1995 Director Stock Option Plan, as amended, and form of option
          agreement thereunder.

 23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

 23.2     Consent of Wilson Sonsini Goodrich & Rosati, counsel for the Company
          (contained in Exhibit 5.1).

 24.1     Power of Attorney (see page 5).
---------------------------
</TABLE>

*    Incorporated by reference to Exhibit 10.1 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

**   Incorporated by reference to Exhibit 10.2 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

***  Incorporated by reference to Exhibit 10.3 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.


                                      -2-

<PAGE>   5

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (a)  (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     (b)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements 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 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 of 1933 and will be governed by the
final adjudication of such issue.


                                      -3-

<PAGE>   6

                                   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 Mountain View, State of California, on this 12th day
of September, 2000.


                                        IRIDEX CORPORATION



                                        By: /s/ THEODORE A. BOUTACOFF
                                           -------------------------------------
                                           Theodore A. Boutacoff
                                           President and Chief Executive Officer


                                      -4-

<PAGE>   7

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Theodore A. Boutacoff and Robert Kamenski
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his or her substitute or substitutes, may 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>
           Signatures                                Title                            Date
--------------------------------    ----------------------------------------   ------------------
<S>                                 <C>                                        <C>
/s/ Theodore A. Boutacoff           President, Chief Executive Officer and     September 12, 2000
--------------------------------    Director (Principal Executive Officer)
Theodore A. Boutacoff

/s/ Robert Kamenski                 Vice President, Administration and Chief   September 12, 2000
--------------------------------    Financial Officer (Principal Accounting
Robert Kamenski                     Officer)

/s/ John M. Nehra                   Chairman of the Board of Directors         September 12, 2000
--------------------------------
John M. Nehra

/s/ Robert K. Anderson              Director                                   September 12, 2000
--------------------------------
Robert K. Anderson

/s/ William Boeger, III             Director                                   September 12, 2000
--------------------------------
William Boeger, III

/s/ James L. Donovan                Director                                   September 12, 2000
--------------------------------
James L. Donovan

/s/ Donald L. Hammond               Director                                   September 12, 2000
--------------------------------
Donald L. Hammond

                                    Director                                   September 12, 2000
--------------------------------
Joshua Makower
</TABLE>


                                      -5-

<PAGE>   8

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                            Description of Document
-------   -----------------------------------------------------------------------
<S>       <C>
  5.1     Opinion of Wilson Sonsini Goodrich & Rosati, counsel for the Company,
          as to legality of securities being registered.

 10.1*    1998 Stock Plan and forms of option agreements and stock purchase
          agreement thereunder.

 10.2**   1995 Employee Stock Purchase Plan, as amended, and form of subscription
          agreement thereunder.

 10.3***  1995 Director Stock Option Plan, as amended, and form of option
          agreement thereunder.

 23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

 23.2     Consent of Wilson Sonsini Goodrich & Rosati, counsel for the Company
          (contained in Exhibit 5.1).

 24.1     Power of Attorney (see page 5).
---------------------------
</TABLE>

*    Incorporated by reference to Exhibit 10.1 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

**   Incorporated by reference to Exhibit 10.2 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

***  Incorporated by reference to Exhibit 10.3 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.
[{"type": "S-8", "sequence": "1", "filename": "f65532s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17870}]
{"company-data": {"conformed-name": "IRIDEX CORP", "cik": "0001006045", "assigned-sic": "3845", "irs-number": "770210467", "state-of-incorporation": "DE", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45736", "film-number": "722456"}, "business-address": {"street1": "1212 TERRA BELLA AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "95034-1824", "phone": "6509404700"}, "mail-address": {"street1": "1212 TERRA BELLA AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "95034-1824"}}
1

   As filed with the Securities and Exchange Commission on September 13, 2000
                                                   Registration No. 333_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               IRIDEX CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                            77-0210467
            --------                                            ----------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)
1212 TERRA BELLA AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
   (Address, including zip code, of Registrant's principal executive offices)

                                 1998 STOCK PLAN
                        1995 EMPLOYEE STOCK PURCHASE PLAN
                            1995 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                              Theodore A. Boutacoff
                      President and Chief Executive Officer
                               IRIDEX Corporation
                             1212 Terra Bella Avenue
                         Mountain View, California 94043
                                 (650) 940-4700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                             Judith M. O'Brien, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                            Palo Alto, CA 94304-1050
                                 (415) 493-9300

================================================================================
2
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                       Proposed          Proposed
                                                                        Maximum           Maximum
                                                       Amount          Offering          Aggregate        Amount of
           Title of Securities                         to be             Price           Offering       Registration
            to be Registered                        Registered(1)      Per Share           Price             Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock to be issued upon exercise of
options granted under the 1998 Stock Plan              240,000         $7.75          $ 1,860,000.00      $ 491.04
--------------------------------------------------------------------------------------------------------------------
Common Stock to be issued pursuant to the 1995
Employee Stock Purchase Plan                            50,000         $6.5875        $   329,375.00      $  86.96
--------------------------------------------------------------------------------------------------------------------
Common Stock to be issued upon exercise of
options under the  1995 Director Option Plan            20,000         $7.75          $   155,000.00      $  40.92
--------------------------------------------------------------------------------------------------------------------
                  Totals                               310,000                        $ 2,344.375.00      $ 618.92
====================================================================================================================
(1)  Amount of securities to be registered computed in accordance with Rule
     457(h) of the Securities Act of 1933, as amended, as the maximum number of
     the Registrant's Common Stock issuable under the plans covered by this
     registration statement.

(2)  Estimated in accordance with Rule 457(c) solely for the purpose of
     calculating the registration fee, based on the average between the high and
     low price as reported by the Nasdaq National Market on September 7, 2000.

(3)  Estimated in accordance with Rule 457(c) solely for the purpose of
     calculating the registration fee, based on 85% of the average between the
     high and low price as reported by the Nasdaq National Market on September
     7, 2000.
3

                               IRIDEX CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by IRIDEX Corporation (the
"Company" or the "Registrant") are hereby incorporated by reference into this
Registration Statement:

     (a)  The Company's Annual Report on Form 10-K405 for the fiscal year ended
          January 1, 2000 filed pursuant to Section 13 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  The Company's definitive proxy statement dated April 28, 2000, filed
          in connection with the Company's Annual Meeting of Stockholders held
          June 7, 2000;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          April 1, 2000, and the Quarterly Report on Form 10-Q for the quarter
          ended July 1, 2000, filed pursuant to Section 13 of the Exchange Act;
          and

     (d)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A filed on February 15,
          1996, pursuant to Section 12(b) of the Exchange Act.

     All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which de-registers all securities then remaining unsold under
this Registration Statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of shares of Common Stock offered hereby will
be passed upon for the Registrant by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California. Judith Mayer O'Brien, a member
of Wilson Sonsini Goodrich & Rosati, is Secretary of the Registrant.
4

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporations 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 Act. The Registrant's
Bylaws provides for the mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum
extent permitted by Delaware General Corporation Law. Registrant has entered
into an indemnification agreement with each of its officers and directors which
provide the Registrant's officers and directors with indemnification to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Registrant's Amended and Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for a breach of the directors' fiduciary duty as a director to
Registrant and its stockholders, provided that such liability does not arise
from certain proscribed conduct. Registrant also currently maintains officer and
director liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.
Exhibit
Number                            Description of Document
-------   -----------------------------------------------------------------------
5.1     Opinion of Wilson Sonsini Goodrich & Rosati, counsel for the Company,
          as to legality of securities being registered.

 10.1*    1998 Stock Plan and forms of option agreements and stock purchase
          agreement thereunder.

 10.2**   1995 Employee Stock Purchase Plan, as amended, and form of subscription
          agreement thereunder.

 10.3***  1995 Director Stock Option Plan, as amended, and form of option
          agreement thereunder.

 23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

 23.2     Consent of Wilson Sonsini Goodrich & Rosati, counsel for the Company
          (contained in Exhibit 5.1).

 24.1     Power of Attorney (see page 5).
---------------------------
*    Incorporated by reference to Exhibit 10.1 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

**   Incorporated by reference to Exhibit 10.2 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

***  Incorporated by reference to Exhibit 10.3 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

                                      -2-
5

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (a)  (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     (b)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements 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 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 of 1933 and will be governed by the
final adjudication of such issue.

                                      -3-
6

                                   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 Mountain View, State of California, on this 12th day
of September, 2000.

                                        IRIDEX CORPORATION

                                        By: /s/ THEODORE A. BOUTACOFF
                                           -------------------------------------
                                           Theodore A. Boutacoff
                                           President and Chief Executive Officer

                                      -4-
7

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Theodore A. Boutacoff and Robert Kamenski
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his or her substitute or substitutes, may 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.
Signatures                                Title                            Date
--------------------------------    ----------------------------------------   ------------------
/s/ Theodore A. Boutacoff           President, Chief Executive Officer and     September 12, 2000
--------------------------------    Director (Principal Executive Officer)
Theodore A. Boutacoff

/s/ Robert Kamenski                 Vice President, Administration and Chief   September 12, 2000
--------------------------------    Financial Officer (Principal Accounting
Robert Kamenski                     Officer)

/s/ John M. Nehra                   Chairman of the Board of Directors         September 12, 2000
--------------------------------
John M. Nehra

/s/ Robert K. Anderson              Director                                   September 12, 2000
--------------------------------
Robert K. Anderson

/s/ William Boeger, III             Director                                   September 12, 2000
--------------------------------
William Boeger, III

/s/ James L. Donovan                Director                                   September 12, 2000
--------------------------------
James L. Donovan

/s/ Donald L. Hammond               Director                                   September 12, 2000
--------------------------------
Donald L. Hammond

                                    Director                                   September 12, 2000
--------------------------------
Joshua Makower
-5-
8

                               INDEX TO EXHIBITS
Exhibit
Number                            Description of Document
-------   -----------------------------------------------------------------------
5.1     Opinion of Wilson Sonsini Goodrich & Rosati, counsel for the Company,
          as to legality of securities being registered.

 10.1*    1998 Stock Plan and forms of option agreements and stock purchase
          agreement thereunder.

 10.2**   1995 Employee Stock Purchase Plan, as amended, and form of subscription
          agreement thereunder.

 10.3***  1995 Director Stock Option Plan, as amended, and form of option
          agreement thereunder.

 23.1     Consent of PricewaterhouseCoopers LLP, Independent Accountants.

 23.2     Consent of Wilson Sonsini Goodrich & Rosati, counsel for the Company
          (contained in Exhibit 5.1).

 24.1     Power of Attorney (see page 5).
---------------------------
*    Incorporated by reference to Exhibit 10.1 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

**   Incorporated by reference to Exhibit 10.2 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.

***  Incorporated by reference to Exhibit 10.3 of the Registration Statement on
     Form S-8 dated June 24, 1998, Commission File 333-57573.