<PAGE>   1

    As filed with the Securities and Exchange Commission on December 14, 1999
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

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

                             PERVASIVE SOFTWARE INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                  <C>                             <C>
            DELAWARE                           7372                       74-2693793
  (State or other jurisdiction       (Primary Standard Industrial       (IRS Employer
of incorporation or organization)     Classification Code Number)    Identification No.)
</TABLE>

                     12365 Riata Trace Parkway, Building II
                              Austin, Texas 78727

              (Address of principal executive offices) (Zip Code)


                            PERVASIVE SOFTWARE INC.
                            1997 STOCK INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLE OF THE PLANS)


                                  RON R. HARRIS
                             CHIEF EXECUTIVE OFFICER
                             PERVASIVE SOFTWARE INC.
                     12365 RIATA TRACE PARKWAY, BUILDING II
                              AUSTIN, TEXAS 78727
                    (Name and address of agent for service)

                                 (512) 231-6000
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                             Proposed Maximum    Proposed Maximum
  Title of Each Class of                   Amount to be       Offering Price        Aggregate             Amount of
Securities to be Registered                Registered(1)         Per Share       Offering Price(3)    Registration Fee
<S>                                      <C>                   <C>                <C>                   <C>
1997 Stock Incentive Plan:

Options to purchase Common Stock              954,921            N/A                    N/A                   N/A

Common Stock, $0.001 par value             954,921 shares       $12.44             $11,879,217.24(3)     $3,136.11

Employee Stock Purchase Plan:

Common Stock, $0.001 par value           250,000 shares(2)      $12.44             $ 3,110,000(3)        $  821.04

International Employee Stock
  Purchase Plan:

Common Stock, $0.001 par value           250,000 shares(2)        N/A                   N/A                   N/A
======================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Employee Stock Purchase Plan,
     the International Employee Stock Purchase Plan or the 1997 Stock Incentive
     Plan by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     Common Stock of Pervasive Software Inc.

(2)  The Employee Stock Purchase Plan and International Employee Stock Purchase
     Plan share a common reserve, which in the aggregate is being increased by
     250,000 shares.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low prices per share of Common Stock of Pervasive Software Inc. as
     reported on the Nasdaq National Market on December 8, 1999.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Pervasive Software Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1999, as filed with the SEC on September 28, 1999;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1999, as filed with the SEC on November 15, 1999; and

     (c)  The description of the Registrant's outstanding Common Stock contained
          in the Registrant's Registration Statement No. 0-23043 on Form 8-A
          filed with the SEC on September 2, 1997 pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "1934 Act"),
          including any amendment or report filed for the purpose of updating
          such description.

All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award
or a corporation's Board of Directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the 1933 Act. The Registrant's Bylaws provide for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. The Registrant's Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of their fiduciary duty as directors
to the Registrant and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the fiduciary duty of the directors, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The Indemnification
Agreements provide the Registrant's officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

<PAGE>   3

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
     4              Instruments Defining Rights of Stockholders. Reference is made to
                    Registrant's Registration Statement No. 0-23043 on Form 8-A, together
                    with all amendments thereto, which is incorporated herein by reference
                    pursuant to Item 3(c) of this Registration Statement.

     5              Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

    23.1            Consent of Independent Auditors.

    23.2            Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
                    LLP is contained in Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this Registration
                    Statement.
</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 1933 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's
Employee Stock Purchase Plan, the International Employee Stock Purchase Plan, or
the 1997 Stock Incentive Plan.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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,


                                      II-2

<PAGE>   4

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 1933 Act
and will be governed by the final adjudication of such issue.


                                      II-3

<PAGE>   5

                                   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 Austin, State of Texas on this 9th day of
December 1999.


                                        PERVASIVE SOFTWARE INC.


                                        By: /s/ RON R. HARRIS
                                           -------------------------------------
                                           Ron R. Harris
                                           President and Chief Executive Officer



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Pervasive Software Inc., a
Delaware corporation, do hereby constitute and appoint Ron R. Harris and James
R. Offerdahl, and either of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                     Title                         Date
---------                                     -----                         ----
<S>                           <C>                                       <C>
/s/ RON R. HARRIS             President, Chief Executive Officer and    December 9, 1999
----------------------------  Director (Principal Executive Officer)
Ron R. Harris


/s/ JAMES R. OFFERDAHL        Chief Operating Officer and               December 9, 1999
----------------------------  Chief Financial Officer and
James R. Offerdahl            Secretary (Principal Financial and
                              Accounting Officer)
</TABLE>


                                      II-4

<PAGE>   6

<TABLE>
<CAPTION>
Signature                                     Title                          Date
---------                                     -----                          ----
<S>                           <C>                                       <C>
/s/ NANCY R. WOODWARD         Director                                  December 10, 1999
----------------------------
Nancy R. Woodward


/s/ JOSEPH C. ARAGONA         Director                                  December 9, 1999
----------------------------
Joseph C. Aragona


/s/ DAVID A. BOUCHER          Director                                  December 9, 1999
----------------------------
David A. Boucher


/s/ DAVID R. BRADFORD         Director                                  December 9, 1999
----------------------------
David R. Bradford


/s/ SHELBY H. CARTER, JR.     Director                                  December 9, 1999
----------------------------
Shelby H. Carter, Jr.
</TABLE>


                                      II-5

<PAGE>   7

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
     4              Instruments Defining Rights of Stockholders. Reference is made to
                    Registrant's Registration Statement No. 0-23043 on Form 8-A, together
                    with all amendments thereto, which is incorporated herein by reference
                    pursuant to Item 3(c) of this Registration Statement.

     5              Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

    23.1            Consent of Independent Auditors.

    23.2            Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
                    LLP is contained in Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this Registration
                    Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17863}]
{"company-data": {"conformed-name": "PERVASIVE SOFTWARE INC", "cik": "0001042821", "assigned-sic": "7372", "irs-number": "742693793", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92707", "film-number": "99774076"}, "business-address": {"street1": "12365 RIATA TRACE PARKWAY", "city": "AUSTIN", "state": "TX", "zip": "78727", "phone": "5122316000"}, "mail-address": {"street1": "12365 RIATA TRACE PARKWAY", "city": "AUSTIN", "state": "TX", "zip": "78727"}}
1

    As filed with the Securities and Exchange Commission on December 14, 1999
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

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

                             PERVASIVE SOFTWARE INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                           7372                       74-2693793
  (State or other jurisdiction       (Primary Standard Industrial       (IRS Employer
of incorporation or organization)     Classification Code Number)    Identification No.)
12365 Riata Trace Parkway, Building II
                              Austin, Texas 78727

              (Address of principal executive offices) (Zip Code)

                            PERVASIVE SOFTWARE INC.
                            1997 STOCK INCENTIVE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                           (FULL TITLE OF THE PLANS)

                                  RON R. HARRIS
                             CHIEF EXECUTIVE OFFICER
                             PERVASIVE SOFTWARE INC.
                     12365 RIATA TRACE PARKWAY, BUILDING II
                              AUSTIN, TEXAS 78727
                    (Name and address of agent for service)

                                 (512) 231-6000
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                             Proposed Maximum    Proposed Maximum
  Title of Each Class of                   Amount to be       Offering Price        Aggregate             Amount of
Securities to be Registered                Registered(1)         Per Share       Offering Price(3)    Registration Fee
1997 Stock Incentive Plan:

Options to purchase Common Stock              954,921            N/A                    N/A                   N/A

Common Stock, $0.001 par value             954,921 shares       $12.44             $11,879,217.24(3)     $3,136.11

Employee Stock Purchase Plan:

Common Stock, $0.001 par value           250,000 shares(2)      $12.44             $ 3,110,000(3)        $  821.04

International Employee Stock
  Purchase Plan:

Common Stock, $0.001 par value           250,000 shares(2)        N/A                   N/A                   N/A
======================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Employee Stock Purchase Plan,
     the International Employee Stock Purchase Plan or the 1997 Stock Incentive
     Plan by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     Common Stock of Pervasive Software Inc.

(2)  The Employee Stock Purchase Plan and International Employee Stock Purchase
     Plan share a common reserve, which in the aggregate is being increased by
     250,000 shares.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low prices per share of Common Stock of Pervasive Software Inc. as
     reported on the Nasdaq National Market on December 8, 1999.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Pervasive Software Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1999, as filed with the SEC on September 28, 1999;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1999, as filed with the SEC on November 15, 1999; and

     (c)  The description of the Registrant's outstanding Common Stock contained
          in the Registrant's Registration Statement No. 0-23043 on Form 8-A
          filed with the SEC on September 2, 1997 pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "1934 Act"),
          including any amendment or report filed for the purpose of updating
          such description.

All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award
or a corporation's Board of Directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the 1933 Act. The Registrant's Bylaws provide for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. The Registrant's Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of their fiduciary duty as directors
to the Registrant and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the fiduciary duty of the directors, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The Indemnification
Agreements provide the Registrant's officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.
3

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits
Exhibit Number      Exhibit
--------------      -------
4              Instruments Defining Rights of Stockholders. Reference is made to
                    Registrant's Registration Statement No. 0-23043 on Form 8-A, together
                    with all amendments thereto, which is incorporated herein by reference
                    pursuant to Item 3(c) of this Registration Statement.

     5              Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

    23.1            Consent of Independent Auditors.

    23.2            Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
                    LLP is contained in Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this Registration
                    Statement.
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 1933 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 and (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 Registrant's
Employee Stock Purchase Plan, the International Employee Stock Purchase Plan, or
the 1997 Stock Incentive Plan.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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,

                                      II-2
4

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 1933 Act
and will be governed by the final adjudication of such issue.

                                      II-3
5

                                   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 Austin, State of Texas on this 9th day of
December 1999.

                                        PERVASIVE SOFTWARE INC.

                                        By: /s/ RON R. HARRIS
                                           -------------------------------------
                                           Ron R. Harris
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Pervasive Software Inc., a
Delaware corporation, do hereby constitute and appoint Ron R. Harris and James
R. Offerdahl, and either of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                     Title                         Date
---------                                     -----                         ----
/s/ RON R. HARRIS             President, Chief Executive Officer and    December 9, 1999
----------------------------  Director (Principal Executive Officer)
Ron R. Harris

/s/ JAMES R. OFFERDAHL        Chief Operating Officer and               December 9, 1999
----------------------------  Chief Financial Officer and
James R. Offerdahl            Secretary (Principal Financial and
                              Accounting Officer)
II-4
6
Signature                                     Title                          Date
---------                                     -----                          ----
/s/ NANCY R. WOODWARD         Director                                  December 10, 1999
----------------------------
Nancy R. Woodward

/s/ JOSEPH C. ARAGONA         Director                                  December 9, 1999
----------------------------
Joseph C. Aragona

/s/ DAVID A. BOUCHER          Director                                  December 9, 1999
----------------------------
David A. Boucher

/s/ DAVID R. BRADFORD         Director                                  December 9, 1999
----------------------------
David R. Bradford

/s/ SHELBY H. CARTER, JR.     Director                                  December 9, 1999
----------------------------
Shelby H. Carter, Jr.
II-5
7

                                  EXHIBIT INDEX
Exhibit Number      Exhibit
--------------      -------
4              Instruments Defining Rights of Stockholders. Reference is made to
                    Registrant's Registration Statement No. 0-23043 on Form 8-A, together
                    with all amendments thereto, which is incorporated herein by reference
                    pursuant to Item 3(c) of this Registration Statement.

     5              Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

    23.1            Consent of Independent Auditors.

    23.2            Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
                    LLP is contained in Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this Registration
                    Statement.