<PAGE>   1

     As filed with the Securities and Exchange Commission on March 10, 2000
--------------------------------------------------------------------------------

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 SYNOPSYS, INC.
             (Exact Name of Registrant As Specified in its Charter)

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

          DELAWARE                                     56-1546236
     ------------------                             ------------------

        (State of Incorporation) (I.R.S. Employer Identification Number)

                            700 EAST MIDDLEFIELD ROAD
                          MOUNTAIN VIEW, CA 94043-4033
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

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

                       1998 NONSTATUTORY STOCK OPTION PLAN

                            (Full Title of the Plan)

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

                                 AART J. DE GEUS
                             CHIEF EXECUTIVE OFFICER
                                 SYNOPSYS, INC.
                            700 EAST MIDDLEFIELD ROAD
                          MOUNTAIN VIEW, CA 94043-4033
                                 (650) 962-5000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Process)

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

                                    Copy to:
                            THOMAS C. DEFILIPPS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94303
                                 (650) 493-9300

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


<PAGE>   2



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF EACH CLASS             AMOUNT TO BE               PROPOSED         PROPOSED
OF SECURITIES TO BE             REGISTERED (1)             MAXIMUM          MAXIMUM         AMOUNT
REGISTERED                                                 OFFERING         AGGREGATE       OF
                                                           PRICE            OFFERING        REGISTRATION
                                                           PER SHARE(2)     PRICE(2)        FEE(2)
----------------------------------------------------------------------------------------------------------
<S>                             <C>                        <C>              <C>             <C>
Common Stock, $0.01 par
value to be issued under the
1998 Nonstatutory Stock
Option Plan                     2,200,000 Shares           $39.1875         $86,212,500     $22,760.10
</TABLE>
-------------------------------

(1)  Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus relating hereto also relates to shares
     registered under Form S-8 Registration Statements Nos. 333-84279,
     333-77597, 333-50947 and 333-90643.

(2)  Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities
     Act. The estimated exercise price was computed in accordance with Rule
     457(c) based upon the average of the high and low prices of the Company's
     Common Stock as reported on The Nasdaq National Market on March 7, 2000.

<PAGE>   3



                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          September 30, 1999 filed pursuant to Section 13 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act").

     (b)  The Company's Current Report on Form 8-K regarding its financial
          results for the quarter ended January 29, 2000, filed on February 18,
          2000 pursuant to Section 13 of the Exchange Act.

     (c)  The description of the Company's Preferred Share Purchase Rights as
          set forth in the Registration Statement filed by the Company on Form
          8-A on October 31, 1997 pursuant to Section 12(g) of the Exchange Act,
          as amended by Amendment No. 1 thereto on Form 8-A/A filed on December
          13, 1999 and any further amendments or reports filed with the
          Securities and Exchange Commission for the purpose of updating such
          description.

     (d)  The description of the Company's Common Stock as set forth in the
          Registration Statement filed by the Company on Form 8-A on January 24,
          1992 pursuant to Section 12(g) of the Exchange Act and any amendments
          or reports filed with the Securities and Exchange Commission 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.

     Not applicable.


                                       2



<PAGE>   4



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Delaware law authorizes corporations to eliminate the personal liability of
directors to corporations and their stockholders for monetary damage for breach
or alleged breach of the directors' "duty of care." While the relevant 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 directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.

     The Company has adopted provisions in its Certificate of Incorporation
which eliminate 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. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware (the "DGCL"), the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under the DGCL. Section 145 of the DGCL 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

     (a) Rule 415 Offering. 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

<PAGE>   5



         (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) Filings incorporating subsequent Exchange Act documents by reference.

         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.

     (c) Request for acceleration of effective date or filing of registration
         statement on Form S-8.

     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.


                                       4
<PAGE>   6



                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, 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 March 8, 2000.

                                    SYNOPSYS, INC.



                                    By: /s/ AART J. DE GEUS
                                       ----------------------------------------
                                       Aart J. de Geus
                                       Chief Executive Officer

                                       5

<PAGE>   7



                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints Aart J. de Geus and Steven K. Shevick,
and each of them, as his or her true and lawful attorney-in-fact, with full
power of substitution, for him or her in any and all capacities, to sign any
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                                       6

<PAGE>   8



           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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/ AART J. DE GEUS                          Chief Executive Officer and             March 8, 2000
----------------------------------------     Chairman of the Board of Directors
Aart J. de Geus                              (Principal Executive Officer)



/s/ CHI-FOON CHAN                            President, Chief Operating              March 8, 2000
----------------------------------------     Officer and Director
Chi-Foon Chan



/s/ ANDY BRYANT                              Director                                March 8, 2000
----------------------------------------
Andy Bryant



/s/ DEBORAH A. COLEMAN                       Director                                March 8, 2000
----------------------------------------
Deborah A. Coleman



/s/ HARVEY C. JONES                          Director                                March 8, 2000
----------------------------------------
Harvey C. Jones, Jr.



/s/ WILLIAM W. LATTIN                        Director                                March 8, 2000
----------------------------------------
William W. Lattin



/s/ A. RICHARD NEWTON                        Director                                March 8, 2000
----------------------------------------
A. Richard Newton
</TABLE>



<PAGE>   9

<TABLE>
<CAPTION>
SIGNATURE                                    TITLE                                   DATE
--------------------------------------------------------------------------------------------------
<S>                                          <C>                                     <C>
/s/ SASSON SOMEKH                            Director                                March 8, 2000
----------------------------------------
Sasson Somekh



/s/ STEVEN C. WALSKE                         Director                                March 8, 2000
----------------------------------------
Steven C. Walske



/s/ STEVEN K. SHEVICK                        Chief Financial Officer                 March 8, 2000
----------------------------------------     (Principal Financial Officer)
Steven K. Shevick



/s/ RICHARD ROWLEY                           Corporate Controller                    March 8, 2000
----------------------------------------     (Principal Accounting Officer)
Richard Rowley
</TABLE>



                                       8



<PAGE>   10




                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit
Number                             Exhibit
------                             -------

<S>                                <C>
5.1                                Opinion of counsel as to legality of securities being registered

10.1                               1998 Nonstatutory Stock Option Plan, as amended*

23.1                               Consent of Independent Auditors

23.2                               Consent of Counsel (included in Exhibit 5.1)


24.1                               Power of Attorney (see page 6)

</TABLE>

-------------------------------------------------------------------------------
*Incorporated by reference from exhibit to Registration Statement on Form S-8
filed by the Company with the Securities and Exchange Commission on November 9,
1999.



                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16796}]
{"company-data": {"conformed-name": "SYNOPSYS INC", "cik": "0000883241", "assigned-sic": "7372", "irs-number": "561546236", "state-of-incorporation": "DE", "fiscal-year-end": "1028"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32130", "film-number": "566174"}, "business-address": {"street1": "700 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4033", "phone": "6509625000"}, "mail-address": {"street1": "700 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4033"}}
1

     As filed with the Securities and Exchange Commission on March 10, 2000
--------------------------------------------------------------------------------

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 SYNOPSYS, INC.
             (Exact Name of Registrant As Specified in its Charter)

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

          DELAWARE                                     56-1546236
     ------------------                             ------------------

        (State of Incorporation) (I.R.S. Employer Identification Number)

                            700 EAST MIDDLEFIELD ROAD
                          MOUNTAIN VIEW, CA 94043-4033
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

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

                       1998 NONSTATUTORY STOCK OPTION PLAN

                            (Full Title of the Plan)

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

                                 AART J. DE GEUS
                             CHIEF EXECUTIVE OFFICER
                                 SYNOPSYS, INC.
                            700 EAST MIDDLEFIELD ROAD
                          MOUNTAIN VIEW, CA 94043-4033
                                 (650) 962-5000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Process)

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

                                    Copy to:
                            THOMAS C. DEFILIPPS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94303
                                 (650) 493-9300

                           --------------------------
2

                         CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS             AMOUNT TO BE               PROPOSED         PROPOSED
OF SECURITIES TO BE             REGISTERED (1)             MAXIMUM          MAXIMUM         AMOUNT
REGISTERED                                                 OFFERING         AGGREGATE       OF
                                                           PRICE            OFFERING        REGISTRATION
                                                           PER SHARE(2)     PRICE(2)        FEE(2)
----------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
value to be issued under the
1998 Nonstatutory Stock
Option Plan                     2,200,000 Shares           $39.1875         $86,212,500     $22,760.10
-------------------------------

(1)  Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus relating hereto also relates to shares
     registered under Form S-8 Registration Statements Nos. 333-84279,
     333-77597, 333-50947 and 333-90643.

(2)  Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities
     Act. The estimated exercise price was computed in accordance with Rule
     457(c) based upon the average of the high and low prices of the Company's
     Common Stock as reported on The Nasdaq National Market on March 7, 2000.
3

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          September 30, 1999 filed pursuant to Section 13 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act").

     (b)  The Company's Current Report on Form 8-K regarding its financial
          results for the quarter ended January 29, 2000, filed on February 18,
          2000 pursuant to Section 13 of the Exchange Act.

     (c)  The description of the Company's Preferred Share Purchase Rights as
          set forth in the Registration Statement filed by the Company on Form
          8-A on October 31, 1997 pursuant to Section 12(g) of the Exchange Act,
          as amended by Amendment No. 1 thereto on Form 8-A/A filed on December
          13, 1999 and any further amendments or reports filed with the
          Securities and Exchange Commission for the purpose of updating such
          description.

     (d)  The description of the Company's Common Stock as set forth in the
          Registration Statement filed by the Company on Form 8-A on January 24,
          1992 pursuant to Section 12(g) of the Exchange Act and any amendments
          or reports filed with the Securities and Exchange Commission 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.

     Not applicable.

                                       2
4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Delaware law authorizes corporations to eliminate the personal liability of
directors to corporations and their stockholders for monetary damage for breach
or alleged breach of the directors' "duty of care." While the relevant 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 directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.

     The Company has adopted provisions in its Certificate of Incorporation
which eliminate 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. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware (the "DGCL"), the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under the DGCL. Section 145 of the DGCL 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

     (a) Rule 415 Offering. 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
5

         (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) Filings incorporating subsequent Exchange Act documents by reference.

         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.

     (c) Request for acceleration of effective date or filing of registration
         statement on Form S-8.

     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.

                                       4
6

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, 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 March 8, 2000.

                                    SYNOPSYS, INC.

                                    By: /s/ AART J. DE GEUS
                                       ----------------------------------------
                                       Aart J. de Geus
                                       Chief Executive Officer

                                       5
7

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints Aart J. de Geus and Steven K. Shevick,
and each of them, as his or her true and lawful attorney-in-fact, with full
power of substitution, for him or her in any and all capacities, to sign any
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                                       6
8

           PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                    TITLE                                   DATE
--------------------------------------------------------------------------------------------------
/s/ AART J. DE GEUS                          Chief Executive Officer and             March 8, 2000
----------------------------------------     Chairman of the Board of Directors
Aart J. de Geus                              (Principal Executive Officer)

/s/ CHI-FOON CHAN                            President, Chief Operating              March 8, 2000
----------------------------------------     Officer and Director
Chi-Foon Chan

/s/ ANDY BRYANT                              Director                                March 8, 2000
----------------------------------------
Andy Bryant

/s/ DEBORAH A. COLEMAN                       Director                                March 8, 2000
----------------------------------------
Deborah A. Coleman

/s/ HARVEY C. JONES                          Director                                March 8, 2000
----------------------------------------
Harvey C. Jones, Jr.

/s/ WILLIAM W. LATTIN                        Director                                March 8, 2000
----------------------------------------
William W. Lattin

/s/ A. RICHARD NEWTON                        Director                                March 8, 2000
----------------------------------------
A. Richard Newton
9
SIGNATURE                                    TITLE                                   DATE
--------------------------------------------------------------------------------------------------
/s/ SASSON SOMEKH                            Director                                March 8, 2000
----------------------------------------
Sasson Somekh

/s/ STEVEN C. WALSKE                         Director                                March 8, 2000
----------------------------------------
Steven C. Walske

/s/ STEVEN K. SHEVICK                        Chief Financial Officer                 March 8, 2000
----------------------------------------     (Principal Financial Officer)
Steven K. Shevick

/s/ RICHARD ROWLEY                           Corporate Controller                    March 8, 2000
----------------------------------------     (Principal Accounting Officer)
Richard Rowley
8
10

                                INDEX TO EXHIBITS
Exhibit
Number                             Exhibit
------                             -------
5.1                                Opinion of counsel as to legality of securities being registered

10.1                               1998 Nonstatutory Stock Option Plan, as amended*

23.1                               Consent of Independent Auditors

23.2                               Consent of Counsel (included in Exhibit 5.1)

24.1                               Power of Attorney (see page 6)
-------------------------------------------------------------------------------
*Incorporated by reference from exhibit to Registration Statement on Form S-8
filed by the Company with the Securities and Exchange Commission on November 9,
1999.

                                       9