<PAGE>   1
     As Filed With the Securities and Exchange Commission on June 14, 1999
                                                      Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

                                   ----------

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

                                   ----------

                            MICRO THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                    33-0569235
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                      Identification No.)

                      2 GOODYEAR, IRVINE, CALIFORNIA 92618
               (Address of Principal Executive Offices) (Zip Code)


                            1996 STOCK INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the plans)


              George Wallace, President and Chief Executive Officer
                            Micro Therapeutics, Inc.
                      2 Goodyear, Irvine, California 92618
                     (Name and address of agent for service)

                                 (949) 837-3700
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Bruce Feuchter, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
                                        Proposed Maximum    Proposed Maximum
Title of Securities    Amount To Be      Offering Price        Aggregate            Amount of
 To Be Registered    Registered(1)(2)       Per Share        Offering Price     Registration Fee
====================================================================================================
<S>                  <C>                 <C>                 <C>                <C>
Common Stock,
$0.001 par value     1,500,000 shares       $7.91(3)         $11,746,000(3)          $ 3,265
====================================================================================================
</TABLE>
(1)  Includes additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the 1996 Stock
     Incentive Plan (the "1996 Plan") and the Employee Stock Purchase Plan (the
     "ESPP").
(2)  600,000 shares of Common Stock available for issuance under the 1996 Plan
     were registered on a Registration Statement on Form S-8 on March 14, 1997
     (Registration Statement 333-23367). 100,000 shares of Common Stock
     available for issuance under the ESPP were registered on a Registration
     Statement on Form S-8 on March 14,1997 (Registration No. 333-23361).
(3)  The aggregate offering price for 1,400,000 shares of Common Stock
     registered hereby which may be issued under the 1996 Plan, is estimated
     solely for the purpose of calculating the registration fee, in a accordance
     with Rule 457(h)(1), on the basis of the price of securities of the same
     class as determined in accordance with Rule 457(c), using the average of
     the high and low price reported by the Nasdaq National Market for the
     Common Stock on June 11, 1999, which was $7.91. In accordance with Rule
     457(h) the aggregate offering price of the 100,000 shares of Common Stock
     registered hereby which may be issued under the ESPP, was estimated using a
     per share price of $6.72 or 85% of $7.91, which price is the estimated
     basis at which the shares will be issued pursuant to the ESPP.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

        The documents listed below have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference:

        (a)     The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998 filed with the Commission on March 31, 1999.

        (b)     All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (a) above.

        (c)     The description of the Registrant's Common Stock that is
contained in the Registrant's Registration Statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.

        (d)     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        (a)     As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.

        (b)     The Registrant's Bylaws provide that the Registrant will
indemnify each person who was or is made a party to any proceeding by reason of
the fact that such person is or was a director or officer of the Registrant
against all expense, liability and loss reasonably incurred or suffered by such
person in connection therewith to the fullest extent authorized by the Delaware
General Corporation Law.

        (c)     The Bylaws also give the Registrant the ability to enter into
indemnification agreements with each of its officers and directors. The
Registrant has entered into indemnification agreements with each of its
directors and executive officers. The indemnification agreements provide for the
indemnification of directors and officers of the against any and all expenses,
judgments, fines, penalties and amounts paid in settlement, to the fullest
extent permitted by law.

                                       2
<PAGE>   3

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
        Number               Description
        ------               -----------
<S>                   <C>
         4.1          1996 Stock Incentive Plan, as amended

         4.2          Employee Stock Purchase Plan, as amended

         5.1          Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation,
                      Counsel to the Registrant.

        23.1          Consent of Stradling Yocca Carlson & Rauth, a Professional
                      Corporation (included in the Opinion filed as Exhibit 5.1).

        23.2          Consent of PricewaterhouseCoopers LLP, independent accountants.

        24.1          Power of Attorney (included on signature page to the Registration
                      Statement at page S-1).
</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:

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

                        (ii)    To reflect in the prospectus any facts or events
               arising after the effective date of this registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement;

                        (iii) To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement.

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

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

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

                                       3
<PAGE>   4

        (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 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)     The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

        (d)     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>   5

                                   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 Irvine, State of California, on the 14th day of June
1999.

                                       MICRO THERAPEUTICS, INC.

                                       By: /s/ GEORGE WALLACE
                                           ------------------------------------
                                           George Wallace
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Micro Therapeutics, Inc.,
do hereby constitute and appoint George Wallace and Harold Hurwitz, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with 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 or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

        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 date indicated.

<TABLE>
<CAPTION>
SIGNATURE                    TITLE                                         DATE
---------                    -----                                         ----
<S>                          <C>                                           <C>
/s/ GEORGE WALLACE           President, Chief Executive Officer and        June 14, 1999
-------------------------    Director (Principal Executive Officer)
George Wallace


/s/ HAROLD HURWITZ           Chief Financial Officer (Principal            June 14, 1999
-------------------------    Financial and Accounting Officer)
Harold Hurwitz


/s/ H. DuBOSE MONTGOMERY     Chairman of the Board                         June 14, 1999
------------------------
H. DuBose Montgomery


/s/ WENDE HUTTON             Director                                      June 14, 1999
------------------------
Wende Hutton


/s/ DICK ALLEN               Director                                      June 14, 1999
------------------------
Dick Allen


/s/ KIM BLICKENSTAFF         Director                                      June 14, 1999
------------------------
Kim Blickenstaff
</TABLE>

                                       5
<PAGE>   6

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                          Sequential
Number                 Description                                               Page Number
-------                -----------                                               -----------
<S>                    <C>                                                       <C>
    4.1                1996 Stock Incentive Plan, as amended                          7

    4.2                Employee Stock Purchase Plan, as amended                      16

    5.1                Opinion of Stradling Yocca Carlson & Rauth, a                 25
                       Professional Corporation, Counsel to the Registrant.

   23.1                Consent of Stradling Yocca Carlson & Rauth, a                 25
                       Professional Corporation (included in the Opinion filed
                       as Exhibit 5.1).

   23.2                Consent of PricewaterhouseCoopers LLC, independent            26
                       accountants.

   24.1                Power of Attorney (included on signature page to the           5
                       Registration Statement at page S-1).
</TABLE>

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17673}]
{"company-data": {"conformed-name": "MICRO THERAPEUTICS INC", "cik": "0000311407", "assigned-sic": "2834", "irs-number": "330569235", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80633", "film-number": "99646091"}, "business-address": {"street1": "2 GOODYEAR", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9498373700"}, "mail-address": {"street1": "1062 CALLE NEGOCIO #F", "city": "SAN CLEMENTE", "state": "CA", "zip": "92673"}}
1
     As Filed With the Securities and Exchange Commission on June 14, 1999
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

                                   ----------

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

                                   ----------

                            MICRO THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                    33-0569235
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                      Identification No.)

                      2 GOODYEAR, IRVINE, CALIFORNIA 92618
               (Address of Principal Executive Offices) (Zip Code)

                            1996 STOCK INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the plans)

              George Wallace, President and Chief Executive Officer
                            Micro Therapeutics, Inc.
                      2 Goodyear, Irvine, California 92618
                     (Name and address of agent for service)

                                 (949) 837-3700
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                              Bruce Feuchter, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000

                         CALCULATION OF REGISTRATION FEE
====================================================================================================
                                        Proposed Maximum    Proposed Maximum
Title of Securities    Amount To Be      Offering Price        Aggregate            Amount of
 To Be Registered    Registered(1)(2)       Per Share        Offering Price     Registration Fee
====================================================================================================
Common Stock,
$0.001 par value     1,500,000 shares       $7.91(3)         $11,746,000(3)          $ 3,265
====================================================================================================
(1)  Includes additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the 1996 Stock
     Incentive Plan (the "1996 Plan") and the Employee Stock Purchase Plan (the
     "ESPP").
(2)  600,000 shares of Common Stock available for issuance under the 1996 Plan
     were registered on a Registration Statement on Form S-8 on March 14, 1997
     (Registration Statement 333-23367). 100,000 shares of Common Stock
     available for issuance under the ESPP were registered on a Registration
     Statement on Form S-8 on March 14,1997 (Registration No. 333-23361).
(3)  The aggregate offering price for 1,400,000 shares of Common Stock
     registered hereby which may be issued under the 1996 Plan, is estimated
     solely for the purpose of calculating the registration fee, in a accordance
     with Rule 457(h)(1), on the basis of the price of securities of the same
     class as determined in accordance with Rule 457(c), using the average of
     the high and low price reported by the Nasdaq National Market for the
     Common Stock on June 11, 1999, which was $7.91. In accordance with Rule
     457(h) the aggregate offering price of the 100,000 shares of Common Stock
     registered hereby which may be issued under the ESPP, was estimated using a
     per share price of $6.72 or 85% of $7.91, which price is the estimated
     basis at which the shares will be issued pursuant to the ESPP.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The documents listed below have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference:

        (a)     The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998 filed with the Commission on March 31, 1999.

        (b)     All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (a) above.

        (c)     The description of the Registrant's Common Stock that is
contained in the Registrant's Registration Statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.

        (d)     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        (a)     As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.

        (b)     The Registrant's Bylaws provide that the Registrant will
indemnify each person who was or is made a party to any proceeding by reason of
the fact that such person is or was a director or officer of the Registrant
against all expense, liability and loss reasonably incurred or suffered by such
person in connection therewith to the fullest extent authorized by the Delaware
General Corporation Law.

        (c)     The Bylaws also give the Registrant the ability to enter into
indemnification agreements with each of its officers and directors. The
Registrant has entered into indemnification agreements with each of its
directors and executive officers. The indemnification agreements provide for the
indemnification of directors and officers of the against any and all expenses,
judgments, fines, penalties and amounts paid in settlement, to the fullest
extent permitted by law.

                                       2
3

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement:
Number               Description
        ------               -----------
4.1          1996 Stock Incentive Plan, as amended

         4.2          Employee Stock Purchase Plan, as amended

         5.1          Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation,
                      Counsel to the Registrant.

        23.1          Consent of Stradling Yocca Carlson & Rauth, a Professional
                      Corporation (included in the Opinion filed as Exhibit 5.1).

        23.2          Consent of PricewaterhouseCoopers LLP, independent accountants.

        24.1          Power of Attorney (included on signature page to the Registration
                      Statement at page S-1).
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:

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

                        (ii)    To reflect in the prospectus any facts or events
               arising after the effective date of this registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement;

                        (iii) To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement.

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

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

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

                                       3
4

        (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 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)     The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

        (d)     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
5

                                   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 Irvine, State of California, on the 14th day of June
1999.

                                       MICRO THERAPEUTICS, INC.

                                       By: /s/ GEORGE WALLACE
                                           ------------------------------------
                                           George Wallace
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

        We, the undersigned officers and directors of Micro Therapeutics, Inc.,
do hereby constitute and appoint George Wallace and Harold Hurwitz, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with 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 or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

        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 date indicated.
SIGNATURE                    TITLE                                         DATE
---------                    -----                                         ----
/s/ GEORGE WALLACE           President, Chief Executive Officer and        June 14, 1999
-------------------------    Director (Principal Executive Officer)
George Wallace

/s/ HAROLD HURWITZ           Chief Financial Officer (Principal            June 14, 1999
-------------------------    Financial and Accounting Officer)
Harold Hurwitz

/s/ H. DuBOSE MONTGOMERY     Chairman of the Board                         June 14, 1999
------------------------
H. DuBose Montgomery

/s/ WENDE HUTTON             Director                                      June 14, 1999
------------------------
Wende Hutton

/s/ DICK ALLEN               Director                                      June 14, 1999
------------------------
Dick Allen

/s/ KIM BLICKENSTAFF         Director                                      June 14, 1999
------------------------
Kim Blickenstaff
5
6

                                  EXHIBIT INDEX
Exhibit                                                                          Sequential
Number                 Description                                               Page Number
-------                -----------                                               -----------
4.1                1996 Stock Incentive Plan, as amended                          7

    4.2                Employee Stock Purchase Plan, as amended                      16

    5.1                Opinion of Stradling Yocca Carlson & Rauth, a                 25
                       Professional Corporation, Counsel to the Registrant.

   23.1                Consent of Stradling Yocca Carlson & Rauth, a                 25
                       Professional Corporation (included in the Opinion filed
                       as Exhibit 5.1).

   23.2                Consent of PricewaterhouseCoopers LLC, independent            26
                       accountants.

   24.1                Power of Attorney (included on signature page to the           5
                       Registration Statement at page S-1).
6