<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2001
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

                               VISX, INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                     <C>
                      DELAWARE                                       06-1161793
   (STATE OR OTHER JURISDICTION OF INCORPORATION        (I.R.S. EMPLOYER IDENTIFICATION NO.)
                  OR ORGANIZATION)
</TABLE>


                            3400 CENTRAL EXPRESSWAY
                         SANTA CLARA, CALIFORNIA 95051
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                2000 STOCK PLAN
                      2001 NONSTATUTORY STOCK OPTION PLAN

                           (FULL TITLE OF THE PLANS)

                              ELIZABETH H. DAVILA
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               VISX, INCORPORATED
                            3400 CENTRAL EXPRESSWAY
                         SANTA CLARA, CALIFORNIA 95051
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   COPIES TO:
                           JOHN F. RUNKEL, JR., ESQ.
                               VISX, INCORPORATED
                            3400 CENTRAL EXPRESSWAY
                         SANTA CLARA, CALIFORNIA 95051
                                 (408) 733-2020


<PAGE>   2

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
===============================================================================================================================


                                                                       PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED(1)             AMOUNT TO BE        OFFERING PRICE    AGGREGATE OFFERING      AMOUNT OF
                                                     REGISTERED           PER SHARE            PRICE(2)        REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>                <C>                  <C>
2000 Stock Plan
  Common Stock, $0.01 par value.................      3,000,000              $16.74         $50,220,000.00       $12,555.00

2001 Nonstatutory Stock Option Plan
  Common Stock, $0.01 par value.................      3,000,000              $16.74         $50,220,000.00       $12,555.00

Total Registration Fee..........................                                                                 $25,110.00
===============================================================================================================================
</TABLE>



(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plans described herein.

(2)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act, on the basis of the average of the high and low selling
     prices per share of Common Stock on March 19, 2001 as reported on the New
     York Stock Exchange.

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


<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

     The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

        (a) The Registrant's Annual Report on Form 10-K for the year ended
            December 31, 2000 filed pursuant to Section 13 of the Securities
            Exchange Act of 1934 (the "Exchange Act").

        (b) The description of the Common Stock of the Registrant that is
            contained in the Registration Statement on Form 8-A/A filed pursuant
            to Section 12 of the Exchange Act on November 13, 1995.

        (c) All documents filed by the Registrant pursuant to Sections 13(a),
            13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of
            this Registration Statement and prior to the filing of a
            post-effective amendment which indicates that all securities offered
            have been sold or which deregisters all securities then remaining
            unsold, shall be deemed to be incorporated by reference in the
            Registration Statement and to be a 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.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Registrant has entered into indemnification agreements to such effect with
its officers and directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature) and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified. The form of such
indemnification agreement has been approved by the Company's stockholders.

<PAGE>   4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                        DESCRIPTION
 -------                       -----------
<S>           <C>
   5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
              legality of securities being registered

   10.1       2000 Stock Plan (previously filed as Exhibit 10.20 to Annual
              Report on Form 10-K for the year ended December 31, 2000)

   10.2       2001 Nonstatutory Stock Option Plan

   23.1       Consent of Arthur Andersen LLP, Independent Public Accountants

   23.2       Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
              Exhibit 5.1 hereto)

   24.1       Power of Attorney (see page 6)
</TABLE>

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this Registration Statement 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, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
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 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
an initial bona fide offering thereof.

     (c) 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>   5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Santa Clara, State of California on March 21, 2001.

                            VISX, INCORPORATED

                            By:    /s/ ELIZABETH H. DAVILA
                               -------------------------------------------------
                            Elizabeth H. Davila
                            President and Chief Executive Officer

                            By:    /s/  TIMOTHY R. MAIER
                               -------------------------------------------------
                            Timothy R. Maier
                            Executive Vice President and Chief Financial Officer

<PAGE>   6

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Elizabeth H. Davila and Timothy R. Maier,
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
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

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

<TABLE>
<CAPTION>
               SIGNATURE                                 TITLE                       DATE
               ---------                                 -----                       ----
<S>                                          <C>                               <C>
PRINCIPAL EXECUTIVE OFFICER:

        /s/  ELIZABETH H. DAVILA             President, Chief  Executive       March 21, 2001
--------------------------------------       Officer and Director*
               Elizabeth H. Davila

PRINCIPAL FINANCIAL OFFICER:

        /s/  TIMOTHY R. MAIER                Executive Vice President,         March 21, 2001
--------------------------------------       Chief Financial Officer and
               Timothy R. Maier              Treasurer


PRINCIPAL ACCOUNTING OFFICER:

        /s/  DEREK A. BERTOCCI               Vice President, Controller        March 21, 2001
--------------------------------------
               Derek A. Bertocci


        /s/  MARK B. LOGAN                   Chairman of the Board             March 21, 2001
--------------------------------------       and Director*
               Mark B. Logan


        /s/  GLENDON E. FRENCH               Director*                         March 21, 2001
--------------------------------------
               Glendon E. French


        /s/  JOHN W. GALIARDO                Director*                         March 21, 2001
--------------------------------------
               John W. Galiardo


        /s/  JAY T. HOLMES                   Director*                         March 21, 2001
--------------------------------------
               Jay T. Holmes


        /s/  RICHARD B. SAYFORD              Director*                         March 21, 2001
--------------------------------------
               Richard B. Sayford

----------
</TABLE>


*    The employee benefit plan being registered pursuant to this Registration
     Statement is subject to administration by the Board of Directors of the
     Registrant.

<PAGE>   7


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                        DESCRIPTION
  ------                        -----------
<S>           <C>
   5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
              legality of securities being registered

   10.1       2000 Stock Plan (previously filed as Exhibit 10.20 to Annual
              Report on Form 10-K for the year ended December 31, 2000)

   10.2       2001 Nonstatutory Stock Option Plan

   23.1       Consent of Arthur Andersen LLP, Independent Public Accountants

   23.2       Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
              Exhibit 5.1 hereto)

   24.1       Power of Attorney (see page 6)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f70625ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15645}]
{"company-data": {"conformed-name": "VISX INC", "cik": "0000837991", "assigned-sic": "3845", "irs-number": "061161793", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57524", "film-number": "1578063"}, "business-address": {"street1": "3400 CENTRAL EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051", "phone": "4087332020"}, "mail-address": {"street1": "VISX INC", "street2": "3400 CENTRAL EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0703"}, "former-company": {"former-conformed-name": "TAUNTON TECHNOLOGIES INC", "date-changed": "19901212"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2001
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

                               VISX, INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                       06-1161793
   (STATE OR OTHER JURISDICTION OF INCORPORATION        (I.R.S. EMPLOYER IDENTIFICATION NO.)
                  OR ORGANIZATION)
3400 CENTRAL EXPRESSWAY
                         SANTA CLARA, CALIFORNIA 95051
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                2000 STOCK PLAN
                      2001 NONSTATUTORY STOCK OPTION PLAN

                           (FULL TITLE OF THE PLANS)

                              ELIZABETH H. DAVILA
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               VISX, INCORPORATED
                            3400 CENTRAL EXPRESSWAY
                         SANTA CLARA, CALIFORNIA 95051
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   COPIES TO:
                           JOHN F. RUNKEL, JR., ESQ.
                               VISX, INCORPORATED
                            3400 CENTRAL EXPRESSWAY
                         SANTA CLARA, CALIFORNIA 95051
                                 (408) 733-2020
2

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================

                                                                       PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED(1)             AMOUNT TO BE        OFFERING PRICE    AGGREGATE OFFERING      AMOUNT OF
                                                     REGISTERED           PER SHARE            PRICE(2)        REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
2000 Stock Plan
  Common Stock, $0.01 par value.................      3,000,000              $16.74         $50,220,000.00       $12,555.00

2001 Nonstatutory Stock Option Plan
  Common Stock, $0.01 par value.................      3,000,000              $16.74         $50,220,000.00       $12,555.00

Total Registration Fee..........................                                                                 $25,110.00
===============================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plans described herein.

(2)  Calculated solely for the purpose of this offering under Rule 457(h) of the
     Securities Act, on the basis of the average of the high and low selling
     prices per share of Common Stock on March 19, 2001 as reported on the New
     York Stock Exchange.

================================================================================
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

     The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

        (a) The Registrant's Annual Report on Form 10-K for the year ended
            December 31, 2000 filed pursuant to Section 13 of the Securities
            Exchange Act of 1934 (the "Exchange Act").

        (b) The description of the Common Stock of the Registrant that is
            contained in the Registration Statement on Form 8-A/A filed pursuant
            to Section 12 of the Exchange Act on November 13, 1995.

        (c) All documents filed by the Registrant pursuant to Sections 13(a),
            13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of
            this Registration Statement and prior to the filing of a
            post-effective amendment which indicates that all securities offered
            have been sold or which deregisters all securities then remaining
            unsold, shall be deemed to be incorporated by reference in the
            Registration Statement and to be a 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.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933.
The Registrant has entered into indemnification agreements to such effect with
its officers and directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the General
Corporation Law of Delaware. The indemnification agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature) and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified. The form of such
indemnification agreement has been approved by the Company's stockholders.
4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT
 NUMBER                        DESCRIPTION
 -------                       -----------
5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
              legality of securities being registered

   10.1       2000 Stock Plan (previously filed as Exhibit 10.20 to Annual
              Report on Form 10-K for the year ended December 31, 2000)

   10.2       2001 Nonstatutory Stock Option Plan

   23.1       Consent of Arthur Andersen LLP, Independent Public Accountants

   23.2       Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
              Exhibit 5.1 hereto)

   24.1       Power of Attorney (see page 6)
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 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, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
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 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
an initial bona fide offering thereof.

     (c) 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.
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Santa Clara, State of California on March 21, 2001.

                            VISX, INCORPORATED

                            By:    /s/ ELIZABETH H. DAVILA
                               -------------------------------------------------
                            Elizabeth H. Davila
                            President and Chief Executive Officer

                            By:    /s/  TIMOTHY R. MAIER
                               -------------------------------------------------
                            Timothy R. Maier
                            Executive Vice President and Chief Financial Officer
6

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Elizabeth H. Davila and Timothy R. Maier,
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
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                                 TITLE                       DATE
               ---------                                 -----                       ----
PRINCIPAL EXECUTIVE OFFICER:

        /s/  ELIZABETH H. DAVILA             President, Chief  Executive       March 21, 2001
--------------------------------------       Officer and Director*
               Elizabeth H. Davila

PRINCIPAL FINANCIAL OFFICER:

        /s/  TIMOTHY R. MAIER                Executive Vice President,         March 21, 2001
--------------------------------------       Chief Financial Officer and
               Timothy R. Maier              Treasurer

PRINCIPAL ACCOUNTING OFFICER:

        /s/  DEREK A. BERTOCCI               Vice President, Controller        March 21, 2001
--------------------------------------
               Derek A. Bertocci

        /s/  MARK B. LOGAN                   Chairman of the Board             March 21, 2001
--------------------------------------       and Director*
               Mark B. Logan

        /s/  GLENDON E. FRENCH               Director*                         March 21, 2001
--------------------------------------
               Glendon E. French

        /s/  JOHN W. GALIARDO                Director*                         March 21, 2001
--------------------------------------
               John W. Galiardo

        /s/  JAY T. HOLMES                   Director*                         March 21, 2001
--------------------------------------
               Jay T. Holmes

        /s/  RICHARD B. SAYFORD              Director*                         March 21, 2001
--------------------------------------
               Richard B. Sayford

----------
*    The employee benefit plan being registered pursuant to this Registration
     Statement is subject to administration by the Board of Directors of the
     Registrant.
7

                                INDEX TO EXHIBITS
EXHIBIT
  NUMBER                        DESCRIPTION
  ------                        -----------
5.1        Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the
              legality of securities being registered

   10.1       2000 Stock Plan (previously filed as Exhibit 10.20 to Annual
              Report on Form 10-K for the year ended December 31, 2000)

   10.2       2001 Nonstatutory Stock Option Plan

   23.1       Consent of Arthur Andersen LLP, Independent Public Accountants

   23.2       Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
              Exhibit 5.1 hereto)

   24.1       Power of Attorney (see page 6)