<PAGE>   1
            As filed with the Securities and Exchange Commission on May 15, 1998
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          EXTENDED SYSTEMS INCORPORATED

             (Exact name of registrant as specified in its charter)


                    Delaware                      82-0399670
         (State or other jurisdiction of       (I.R.S. Employer
         incorporation or organization)      Identification Number)

                            5777 North Meeker Avenue
                               Boise, Idaho 83713
                                 (208) 322-7575
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                        1994 Incentive Stock Option Plan
                        1984 Incentive Stock Option Plan
                        1987 Restricted Stock Option Plan
                            (Full title of the plans)

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

                                Steven D. Simpson
                      President and Chief Executive Officer
                          Extended Systems Incorporated
                            5777 North Meeker Avenue
                               Boise, Idaho 83713
                                 (208) 322-7575
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                           Patrick J. Schultheis, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road


================================================================================
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                 Proposed            Proposed
                                                                 Maximum            Maximum
                                                 Amount          Offering           Aggregate          Amount of
         Title of Securities                      to be           Price             Offering         Registration
           to be Registered                     Registered       Per Share            Price               Fee
           ----------------                     ----------       ---------            -----               ---
<S>                                             <C>              <C>              <C>                <C>
Common Stock (par value $0.001 per                                                             
share) reserved for issuance under the                                                                        
1994 Incentive Stock Option Plan                  915,029        $ 7.87 (1)        $ 7,201,278.23       $2,124.38

Common Option Stock (par value                                                                 
$0.001 per share) reserved for                                                                                 
issuance pursuant to the 1984                                                                   
Incentive Stock Option Plan                       578,413        $ 7.21 (2)        $ 4,170,357.73       $1,230.26

Common Option Stock (par value                                                                                
$0.001 per share) reserved for
issuance under the 1987 Restricted
Stock Option Plan                                 940,360        $ 8.21 (3)        $ 7,720,355.60       $2,277.50
     
Total                                           2,433,802                          $19,091,991.56       $5,632.14
</TABLE>


(1)     Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
        calculating the registration fee. The proposed maximum offering price
        per share with respect to the 915,029 shares reserved for issuance upon
        exercises of outstanding stock options granted under the 1994 Incentive
        Stock Option Plan has been estimated pursuant to Rule 457(h) under which
        Rule the per share price of options to purchase stock under an employee
        stock option plan may be estimated by reference to the exercise price of
        such options. The weighted average exercise price of the 915,029 shares
        subject to outstanding options under the 1994 Incentive Stock Option
        Plan is $7.87.

(2)     Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
        calculating the registration fee. The proposed maximum offering price
        per share with respect to the 578,413 shares reserved for issuance upon
        exercises of outstanding stock options granted under the 1984 Incentive
        Stock Option Plan has been estimated pursuant to Rule 457(h) under which
        Rule the per share price of options to purchase stock under an employee
        stock option plan may be estimated by reference to the exercise price of
        such options. The weighted average exercise price of the 578,413 shares
        subject to outstanding options under the 1984 Incentive Stock Option
        Plan is $7.21.

(3)     Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
        calculating the registration fee. The proposed maximum offering price
        per share with respect to the 940,360 shares reserved for issuance upon
        exercises of outstanding stock options granted under the 1987 Restricted
        Stock Option Plan has been estimated pursuant to Rule 457(h) under which
        Rule the per share price of options to purchase stock under an employee
        stock option plan may be estimated by reference to the exercise price of
        such options. The weighted average exercise price of the 940,360 shares
        subject to outstanding options under the 1987 Restricted Stock Option
        Plan is $8.21.

                                       -2-

<PAGE>   3
                          EXTENDED SYSTEMS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed by Extended Systems Incorporated (the
"REGISTRANT") with the Securities Exchange Commission (the "COMMISSION") are
incorporated by reference into this Registration Statement:

            1.    The Registrant's Registration Statement on Form S-1 (File No.
                  333-42709), as amended (the "REGISTRATION STATEMENT"), filed
                  pursuant to the Securities Act of 1933, as amended (the
                  "SECURITIES ACT"), relating to the Company's initial public
                  offering of its Common Stock (the "OFFERING").

            2.    The description of Registrant's Common Stock contained in the
                  Registrant's Registration Statement on Form 8-A (File No.
                  000-23597) pursuant to Section 12 of the Securities Exchange
                  Act of 1934, as amended (the "EXCHANGE ACT"), including any
                  amendment or report filed for the purpose of updating such
                  description.

            All reports and other 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 reports and 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.

            Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

                                      II-1

<PAGE>   4
            The Registrant's Amended and Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.

            The Registrant's Bylaws provide for the indemnification of officers,
directors and third parties acting on behalf of the Registrant if such person
acted in good faith and in a manner reasonably believed to be in and not opposed
to the best interest of the Registrant, and, with respect to any criminal action
or proceeding, the indemnified party had no reason to believe his conduct was
unlawful.

            The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.


<TABLE>
<CAPTION>
Exhibit
Number
<S>        <C>
4.1*       Form of Common Stock Certificate

5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation.

10.1*      1994 Incentive Stock Option Plan.

10.2*      1984 Incentive Stock Option Plan, as amended.

10.3*      1987 Restricted Stock Option Plan, as amended.

23.1       Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
           (included in Exhibit 5.1).

23.2       Consent of Coopers & Lybrand L.L.P., Independent Accountants.

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

-----------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-42709), as amended, which was declared effective by the
Commission on March 4, 1998.

                                      II-2

<PAGE>   5
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
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) 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.

                                      II-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 Boise, State of Idaho, on May 15, 1998.

                          EXTENDED SYSTEMS INCORPORATED

                                   By:  /s/ Steven D. Simpson
                                      ---------------------------------------
                                       Steven D. Simpson, President and 
                                       Chief Executive Officer


                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Steven D. Simpson and Karla K. Rosa, and
each of them acting individually, as his or her attorney-in-fact, each with full
power of substitution, for him or her in any and all capacities, to sign any and
all 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 any substitute, 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>
           SIGNATURE                                  TITLE                         DATE
           ---------                                  -----                         ----
<S>                                      <C>                                    <C>
/s/ Steven D. Simpson                    President, Chief Executive Officer     May 15, 1998
-----------------------------------      and Director (Principal Executive
        Steven D. Simpson                Officer)
                                         

/s/ Karla K. Rosa                        Vice President, Finance and Chief      May 15, 1998
-----------------------------------      Financial Officer  (Principal
          Karla K. Rosa                  Financial and Accounting Officer)
                                         

/s/ Gregory M. Avis                      Director                               May 15, 1998
-----------------------------------
         Gregory M. Avis

/s/ Raymond A. Smelek                    Director                               May 15, 1998
-----------------------------------
        Raymond A. Smelek

                                         Director                               May 15, 1998
-----------------------------------
         S. Scott Wald

/s/Douglas B. Winterrowd                 Director                               May 15, 1998
-----------------------------------
     Douglas B. Winterrowd

                                         Director                               May 15, 1998
-----------------------------------
         John M. Russell
</TABLE>


<PAGE>   7
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number            Description
------            -----------
<S>        <C>
4.1*       Form of Common Stock Certificate

5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation.

10.1*      1994 Incentive Stock Option Plan.

10.2*      1984 Incentive Stock Option Plan, as amended.

10.3*      1987 Restricted Stock Option Plan, as amended.

23.1       Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
           (included in Exhibit 5.1).

23.2       Consent of Coopers & Lybrand L.L.P., Independent Accountants.

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

-----------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-42709), as amended, which was declared effective by the
Commission on March 4, 1998.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17889}]
{"company-data": {"conformed-name": "EXTENDED SYSTEMS INC", "cik": "0001051490", "assigned-sic": "3577", "irs-number": "820399670", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52865", "film-number": "98626309"}, "business-address": {"street1": "5777 MEEKER AVENUE", "city": "BOISE", "state": "ID", "zip": "83713", "phone": "2023227575"}, "mail-address": {"street1": "5777 MEEKER AVE", "city": "BOISE", "state": "ID", "zip": "83713"}}
1
            As filed with the Securities and Exchange Commission on May 15, 1998
                                               Registration No. 333-____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                          EXTENDED SYSTEMS INCORPORATED

             (Exact name of registrant as specified in its charter)

                    Delaware                      82-0399670
         (State or other jurisdiction of       (I.R.S. Employer
         incorporation or organization)      Identification Number)

                            5777 North Meeker Avenue
                               Boise, Idaho 83713
                                 (208) 322-7575
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                        1994 Incentive Stock Option Plan
                        1984 Incentive Stock Option Plan
                        1987 Restricted Stock Option Plan
                            (Full title of the plans)

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

                                Steven D. Simpson
                      President and Chief Executive Officer
                          Extended Systems Incorporated
                            5777 North Meeker Avenue
                               Boise, Idaho 83713
                                 (208) 322-7575
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                           Patrick J. Schultheis, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road

================================================================================
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       Per Share            Price               Fee
           ----------------                     ----------       ---------            -----               ---
Common Stock (par value $0.001 per                                                             
share) reserved for issuance under the                                                                        
1994 Incentive Stock Option Plan                  915,029        $ 7.87 (1)        $ 7,201,278.23       $2,124.38

Common Option Stock (par value                                                                 
$0.001 per share) reserved for                                                                                 
issuance pursuant to the 1984                                                                   
Incentive Stock Option Plan                       578,413        $ 7.21 (2)        $ 4,170,357.73       $1,230.26

Common Option Stock (par value                                                                                
$0.001 per share) reserved for
issuance under the 1987 Restricted
Stock Option Plan                                 940,360        $ 8.21 (3)        $ 7,720,355.60       $2,277.50
     
Total                                           2,433,802                          $19,091,991.56       $5,632.14
(1)     Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
        calculating the registration fee. The proposed maximum offering price
        per share with respect to the 915,029 shares reserved for issuance upon
        exercises of outstanding stock options granted under the 1994 Incentive
        Stock Option Plan has been estimated pursuant to Rule 457(h) under which
        Rule the per share price of options to purchase stock under an employee
        stock option plan may be estimated by reference to the exercise price of
        such options. The weighted average exercise price of the 915,029 shares
        subject to outstanding options under the 1994 Incentive Stock Option
        Plan is $7.87.

(2)     Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
        calculating the registration fee. The proposed maximum offering price
        per share with respect to the 578,413 shares reserved for issuance upon
        exercises of outstanding stock options granted under the 1984 Incentive
        Stock Option Plan has been estimated pursuant to Rule 457(h) under which
        Rule the per share price of options to purchase stock under an employee
        stock option plan may be estimated by reference to the exercise price of
        such options. The weighted average exercise price of the 578,413 shares
        subject to outstanding options under the 1984 Incentive Stock Option
        Plan is $7.21.

(3)     Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
        calculating the registration fee. The proposed maximum offering price
        per share with respect to the 940,360 shares reserved for issuance upon
        exercises of outstanding stock options granted under the 1987 Restricted
        Stock Option Plan has been estimated pursuant to Rule 457(h) under which
        Rule the per share price of options to purchase stock under an employee
        stock option plan may be estimated by reference to the exercise price of
        such options. The weighted average exercise price of the 940,360 shares
        subject to outstanding options under the 1987 Restricted Stock Option
        Plan is $8.21.

                                       -2-
3
                          EXTENDED SYSTEMS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed by Extended Systems Incorporated (the
"REGISTRANT") with the Securities Exchange Commission (the "COMMISSION") are
incorporated by reference into this Registration Statement:

            1.    The Registrant's Registration Statement on Form S-1 (File No.
                  333-42709), as amended (the "REGISTRATION STATEMENT"), filed
                  pursuant to the Securities Act of 1933, as amended (the
                  "SECURITIES ACT"), relating to the Company's initial public
                  offering of its Common Stock (the "OFFERING").

            2.    The description of Registrant's Common Stock contained in the
                  Registrant's Registration Statement on Form 8-A (File No.
                  000-23597) pursuant to Section 12 of the Securities Exchange
                  Act of 1934, as amended (the "EXCHANGE ACT"), including any
                  amendment or report filed for the purpose of updating such
                  description.

            All reports and other 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 reports and 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.

            Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

                                      II-1
4
            The Registrant's Amended and Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.

            The Registrant's Bylaws provide for the indemnification of officers,
directors and third parties acting on behalf of the Registrant if such person
acted in good faith and in a manner reasonably believed to be in and not opposed
to the best interest of the Registrant, and, with respect to any criminal action
or proceeding, the indemnified party had no reason to believe his conduct was
unlawful.

            The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.
Exhibit
Number
4.1*       Form of Common Stock Certificate

5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation.

10.1*      1994 Incentive Stock Option Plan.

10.2*      1984 Incentive Stock Option Plan, as amended.

10.3*      1987 Restricted Stock Option Plan, as amended.

23.1       Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
           (included in Exhibit 5.1).

23.2       Consent of Coopers & Lybrand L.L.P., Independent Accountants.

24.1       Power of Attorney (see page II-5).
-----------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-42709), as amended, which was declared effective by the
Commission on March 4, 1998.

                                      II-2
5
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
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) 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.

                                      II-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 Boise, State of Idaho, on May 15, 1998.

                          EXTENDED SYSTEMS INCORPORATED

                                   By:  /s/ Steven D. Simpson
                                      ---------------------------------------
                                       Steven D. Simpson, President and 
                                       Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Steven D. Simpson and Karla K. Rosa, and
each of them acting individually, as his or her attorney-in-fact, each with full
power of substitution, for him or her in any and all capacities, to sign any and
all 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 any substitute, 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.
SIGNATURE                                  TITLE                         DATE
           ---------                                  -----                         ----
/s/ Steven D. Simpson                    President, Chief Executive Officer     May 15, 1998
-----------------------------------      and Director (Principal Executive
        Steven D. Simpson                Officer)
                                         

/s/ Karla K. Rosa                        Vice President, Finance and Chief      May 15, 1998
-----------------------------------      Financial Officer  (Principal
          Karla K. Rosa                  Financial and Accounting Officer)
                                         

/s/ Gregory M. Avis                      Director                               May 15, 1998
-----------------------------------
         Gregory M. Avis

/s/ Raymond A. Smelek                    Director                               May 15, 1998
-----------------------------------
        Raymond A. Smelek

                                         Director                               May 15, 1998
-----------------------------------
         S. Scott Wald

/s/Douglas B. Winterrowd                 Director                               May 15, 1998
-----------------------------------
     Douglas B. Winterrowd

                                         Director                               May 15, 1998
-----------------------------------
         John M. Russell
7
                                INDEX TO EXHIBITS
Exhibit
Number            Description
------            -----------
4.1*       Form of Common Stock Certificate

5.1        Opinion of Wilson Sonsini Goodrich & Rosati, Professional
           Corporation.

10.1*      1994 Incentive Stock Option Plan.

10.2*      1984 Incentive Stock Option Plan, as amended.

10.3*      1987 Restricted Stock Option Plan, as amended.

23.1       Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
           (included in Exhibit 5.1).

23.2       Consent of Coopers & Lybrand L.L.P., Independent Accountants.

24.1       Power of Attorney (see page II-5).
-----------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 333-42709), as amended, which was declared effective by the
Commission on March 4, 1998.