<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2002
REGISTRATION NO. 333-_________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              ESS TECHNOLOGY, INC.
               (Exact Name of Company as Specified in Its Charter)

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

              CALIFORNIA                                   94-2928582
   (State or Other Jurisdiction of                      (I.R.S. Employer
    Incorporation or Organization)                   Identification Number)

                             48401 FREMONT BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 492-1088
          (Address, Including Zip Code, of Principal Executive Offices)

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

                           1997 EQUITY INCENTIVE PLAN
                      2002 NON-EXECUTIVE STOCK OPTION PLAN

                            (Full Title of the Plans)
                                ---------------


                                                          COPY TO:
            ROBERT L. BLAIR                              PETER COHN
 PRESIDENT AND CHIEF EXECUTIVE OFFICER                 LOWELL D. NESS
        48401 FREMONT BOULEVARD              ORRICK, HERRINGTON & SUTCLIFFE LLP
       FREMONT, CALIFORNIA 94538                       1020 MARSH ROAD
            (510) 492-1088                          MENLO PARK, CA 94025
                                                       (650) 614-7400


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                                     Proposed          Proposed
           Title of                                  Maximum            Maximum          Amount of
       Securities to be           Amount to be    Offering Price       Aggregate       Registration
          Registered             Registered (1)     Per Share       Offering Price          Fee
------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>               <C>                <C>
  1997 Equity Incentive Plan
  Common stock, no par value    2,000,000 shares    $15.57(2)       $31,140,000(2)        $2,865
------------------------------------------------------------------------------------------------------
  2002 Non-Executive Stock
  Option Plan Common stock,
  no par value                  2,000,000 shares    $15.57(2)       $31,140,000(2)        $2,865
------------------------------------------------------------------------------------------------------

             Total              4,000,000 shares                      $62,280,000         $5,730
------------------------------------------------------------------------------------------------------
</TABLE>

(1)    This Registration Statement shall also cover any additional shares of
       common stock which become issuable under any of the Plans being
       registered pursuant to this Registration Statement by reason of any stock
       dividend, stock split, recapitalization or any other similar transaction
       effected without the receipt of consideration which results in an
       increase in the number of the Registrant's outstanding shares of common
       stock.

(2)    Pursuant to Rule 457(h)(1) and 457(c), the proposed maximum offering
       price per share and the proposed maximum aggregate offering price have
       been calculated on the basis of $15.57 per share, the average of the high
       and low price of the common stock of the Registrant as reported on the
       Nasdaq National Market on June 3, 2002.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission are
incorporated in this Registration Statement by reference:

(a) The Registrant's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a) above; and

(c) The description of the Registrant's common stock, no par value, which is
contained in the Registrant's Form 8-A Registration Statement filed under
Section 12 of the Exchange Act on October 5, 1995, including any amendment or
report filed for the purpose of updating such description.

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 that indicates that all securities offered have been sold or that
deregisters all securities remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be a part of this
Registration Statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the common stock registered hereby will be passed upon for us by
Orrick, Herrington & Sutcliffe LLP, Menlo Park, California. Peter Cohn, a
partner of Orrick, Herrington & Sutcliffe LLP, is the Secretary of ESS.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code authorizes a court to award, or
a corporation's board of directors to grant, indemnity 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 Securities Act of 1933, as amended. The Registrant's Bylaws
provide that the Registrant must indemnify its directors and officers to the
fullest extent permitted by California law, including circumstances in which
indemnification is otherwise discretionary under California law. The Registrant
has entered into indemnification agreements with its directors and officers
containing provisions that are in some respects broader than the specific
indemnification provisions contained in the California Corporations Code. The
indemnification agreements may require the Registrant, among other things, to
indemnify its directors and officers against certain liabilities that may arise
by reason of their status or service as directors and officers (other than
liabilities arising from willful misconduct of culpable nature), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain directors' and officers' insurance if
available on reasonable terms. Article III of the Registrant's Amended and
Restated Articles of Incorporation provides for indemnification of its directors
and officers to the maximum extent permitted by the California Corporations Code
and Section 6.1 of Article VI of the Registrant's Bylaws provides for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits have been filed or incorporated by reference as part of
this Registration Statement:
<PAGE>

<TABLE>
<CAPTION>
     Exhibit
     Number         Document
     -------        --------
<S>                 <C>

        4.1         Registration Rights Agreement dated May 28, 1999 among the
                    Registrant and certain security holders. (Incorporated
                    herein by reference to Exhibit 10.07 to the Registration
                    Statement on Form S-1, filed on August 4, 1995.)

        5.1         Opinion of Orrick, Herrington & Sutcliffe LLP.

        23.1        Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

        23.2        Consent of Orrick, Herrington & Sutcliffe LLP (included in
                    its opinion filed as Exhibit 5.1 to this Registration
                    Statement).

        24.1        Power of Attorney (see signature page to this Registration
                    Statement).

        99.1        2002 Non-Executive Stock Option Plan.
</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 of 1933;

               (ii) To reflect in the prospectus any facts or events arising
        after the effective date of the 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 in such information in the Registration
        Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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
of 1933 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 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
<PAGE>


with the securities being registered, the Registrant shall, 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 Act and will
be governed by the final adjudication of such issue.


<PAGE>


                                   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 Fremont, State of California, on this 6th day of June
2002.

                                       ESS TECHNOLOGY, INC.


                                       By: /s/   ROBERT L. BLAIR
                                           -------------------------------------
                                           Robert L. Blair
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints, jointly and severally, Robert L. Blair
and James B. Boyd, and each of them, as his, her or its attorney-in-fact, with
full power of substitution, for him or her in any and all capacities, to sign
any and all amendments to this Registration Statement (including post-effective
amendments), and any and all Registration Statements filed pursuant to Rule 462
under the Securities Act of 1933, as amended, in connection with or related to
the offering contemplated by this Registration Statement and its amendments, if
any, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to said Registration Statement.

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

<TABLE>
<CAPTION>
 SIGNATURE                       TITLE                                    DATE
 ---------                       -----                                    ----
<S>                              <C>                                      <C>
 /s/ ROBERT L. BLAIR             Director, President and                  June 6, 2002
-----------------------------    Chief Executive Officer
     Robert L. Blair             (Principal Executive Officer)


 /s/ JAMES B. BOYD               Chief Financial Officer                  June 6, 2002
-----------------------------    (Principal Accounting Officer)
      James B. Boyd


 /s/ FRED S.L. CHAN              Chairman of the Board of Directors       June 6, 2002
-----------------------------
     Fred S.L. Chan


 /s/ ANNIE M.H. CHAN             Director                                 June 6, 2002
-----------------------------
     Annie M.H. Chan


 /s/ PETER T. MOK                Director                                 June 6, 2002
-----------------------------
      Peter T. Mok


 /s/ DAVID S. LEE                Director                                 June 6, 2002
-----------------------------
      David S. Lee


 /s/ DOMINIC NG                  Director                                 June 6, 2002
-----------------------------
       Dominic Ng
</TABLE>


<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
     Exhibit
     Number         Document
     -------        --------
<S>                 <C>
        4.1         Registration Rights Agreement dated May 28, 1999 among the
                    Registrant and certain security holders. (Incorporated
                    herein by reference to Exhibit 10.07 to the Registration
                    Statement on Form S-1, filed on August 4, 1995.)

        5.1         Opinion of Orrick, Herrington & Sutcliffe LLP.

        23.1        Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

        23.2        Consent of Orrick, Herrington & Sutcliffe LLP (included in
                    its opinion filed as Exhibit 5.1 to this Registration
                    Statement).

        24.1        Power of Attorney (see signature page to this Registration
                    Statement).

        99.1        2002 Non-Executive Stock Option Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f82202orsv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16708}]
{"company-data": {"conformed-name": "ESS TECHNOLOGY INC", "cik": "0000907410", "assigned-sic": "3674", "irs-number": "942928582", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89942", "film-number": "02672134"}, "business-address": {"street1": "48401 FREMONT BLVD", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5104921088"}, "mail-address": {"street1": "48401 FREMONT BLVD", "city": "FREMONT", "state": "CA", "zip": "94538"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2002
REGISTRATION NO. 333-_________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              ESS TECHNOLOGY, INC.
               (Exact Name of Company as Specified in Its Charter)

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

              CALIFORNIA                                   94-2928582
   (State or Other Jurisdiction of                      (I.R.S. Employer
    Incorporation or Organization)                   Identification Number)

                             48401 FREMONT BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 492-1088
          (Address, Including Zip Code, of Principal Executive Offices)

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

                           1997 EQUITY INCENTIVE PLAN
                      2002 NON-EXECUTIVE STOCK OPTION PLAN

                            (Full Title of the Plans)
                                ---------------

                                                          COPY TO:
            ROBERT L. BLAIR                              PETER COHN
 PRESIDENT AND CHIEF EXECUTIVE OFFICER                 LOWELL D. NESS
        48401 FREMONT BOULEVARD              ORRICK, HERRINGTON & SUTCLIFFE LLP
       FREMONT, CALIFORNIA 94538                       1020 MARSH ROAD
            (510) 492-1088                          MENLO PARK, CA 94025
                                                       (650) 614-7400

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
                                                     Proposed          Proposed
           Title of                                  Maximum            Maximum          Amount of
       Securities to be           Amount to be    Offering Price       Aggregate       Registration
          Registered             Registered (1)     Per Share       Offering Price          Fee
------------------------------------------------------------------------------------------------------
1997 Equity Incentive Plan
  Common stock, no par value    2,000,000 shares    $15.57(2)       $31,140,000(2)        $2,865
------------------------------------------------------------------------------------------------------
  2002 Non-Executive Stock
  Option Plan Common stock,
  no par value                  2,000,000 shares    $15.57(2)       $31,140,000(2)        $2,865
------------------------------------------------------------------------------------------------------

             Total              4,000,000 shares                      $62,280,000         $5,730
------------------------------------------------------------------------------------------------------
(1)    This Registration Statement shall also cover any additional shares of
       common stock which become issuable under any of the Plans being
       registered pursuant to this Registration Statement by reason of any stock
       dividend, stock split, recapitalization or any other similar transaction
       effected without the receipt of consideration which results in an
       increase in the number of the Registrant's outstanding shares of common
       stock.

(2)    Pursuant to Rule 457(h)(1) and 457(c), the proposed maximum offering
       price per share and the proposed maximum aggregate offering price have
       been calculated on the basis of $15.57 per share, the average of the high
       and low price of the common stock of the Registrant as reported on the
       Nasdaq National Market on June 3, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission are
incorporated in this Registration Statement by reference:

(a) The Registrant's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a) above; and

(c) The description of the Registrant's common stock, no par value, which is
contained in the Registrant's Form 8-A Registration Statement filed under
Section 12 of the Exchange Act on October 5, 1995, including any amendment or
report filed for the purpose of updating such description.

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 that indicates that all securities offered have been sold or that
deregisters all securities remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be a part of this
Registration Statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the common stock registered hereby will be passed upon for us by
Orrick, Herrington & Sutcliffe LLP, Menlo Park, California. Peter Cohn, a
partner of Orrick, Herrington & Sutcliffe LLP, is the Secretary of ESS.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code authorizes a court to award, or
a corporation's board of directors to grant, indemnity 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 Securities Act of 1933, as amended. The Registrant's Bylaws
provide that the Registrant must indemnify its directors and officers to the
fullest extent permitted by California law, including circumstances in which
indemnification is otherwise discretionary under California law. The Registrant
has entered into indemnification agreements with its directors and officers
containing provisions that are in some respects broader than the specific
indemnification provisions contained in the California Corporations Code. The
indemnification agreements may require the Registrant, among other things, to
indemnify its directors and officers against certain liabilities that may arise
by reason of their status or service as directors and officers (other than
liabilities arising from willful misconduct of culpable nature), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain directors' and officers' insurance if
available on reasonable terms. Article III of the Registrant's Amended and
Restated Articles of Incorporation provides for indemnification of its directors
and officers to the maximum extent permitted by the California Corporations Code
and Section 6.1 of Article VI of the Registrant's Bylaws provides for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits have been filed or incorporated by reference as part of
this Registration Statement:
Exhibit
     Number         Document
     -------        --------
4.1         Registration Rights Agreement dated May 28, 1999 among the
                    Registrant and certain security holders. (Incorporated
                    herein by reference to Exhibit 10.07 to the Registration
                    Statement on Form S-1, filed on August 4, 1995.)

        5.1         Opinion of Orrick, Herrington & Sutcliffe LLP.

        23.1        Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

        23.2        Consent of Orrick, Herrington & Sutcliffe LLP (included in
                    its opinion filed as Exhibit 5.1 to this Registration
                    Statement).

        24.1        Power of Attorney (see signature page to this Registration
                    Statement).

        99.1        2002 Non-Executive Stock Option Plan.
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 of 1933;

               (ii) To reflect in the prospectus any facts or events arising
        after the effective date of the 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 in such information in the Registration
        Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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
of 1933 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 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 shall, 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 Act and will
be governed by the final adjudication of such issue.
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 Fremont, State of California, on this 6th day of June
2002.

                                       ESS TECHNOLOGY, INC.

                                       By: /s/   ROBERT L. BLAIR
                                           -------------------------------------
                                           Robert L. Blair
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints, jointly and severally, Robert L. Blair
and James B. Boyd, and each of them, as his, her or its attorney-in-fact, with
full power of substitution, for him or her in any and all capacities, to sign
any and all amendments to this Registration Statement (including post-effective
amendments), and any and all Registration Statements filed pursuant to Rule 462
under the Securities Act of 1933, as amended, in connection with or related to
the offering contemplated by this Registration Statement and its amendments, if
any, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to said Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE                       TITLE                                    DATE
 ---------                       -----                                    ----
/s/ ROBERT L. BLAIR             Director, President and                  June 6, 2002
-----------------------------    Chief Executive Officer
     Robert L. Blair             (Principal Executive Officer)

 /s/ JAMES B. BOYD               Chief Financial Officer                  June 6, 2002
-----------------------------    (Principal Accounting Officer)
      James B. Boyd

 /s/ FRED S.L. CHAN              Chairman of the Board of Directors       June 6, 2002
-----------------------------
     Fred S.L. Chan

 /s/ ANNIE M.H. CHAN             Director                                 June 6, 2002
-----------------------------
     Annie M.H. Chan

 /s/ PETER T. MOK                Director                                 June 6, 2002
-----------------------------
      Peter T. Mok

 /s/ DAVID S. LEE                Director                                 June 6, 2002
-----------------------------
      David S. Lee

 /s/ DOMINIC NG                  Director                                 June 6, 2002
-----------------------------
       Dominic Ng
EXHIBIT INDEX
Exhibit
     Number         Document
     -------        --------
4.1         Registration Rights Agreement dated May 28, 1999 among the
                    Registrant and certain security holders. (Incorporated
                    herein by reference to Exhibit 10.07 to the Registration
                    Statement on Form S-1, filed on August 4, 1995.)

        5.1         Opinion of Orrick, Herrington & Sutcliffe LLP.

        23.1        Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

        23.2        Consent of Orrick, Herrington & Sutcliffe LLP (included in
                    its opinion filed as Exhibit 5.1 to this Registration
                    Statement).

        24.1        Power of Attorney (see signature page to this Registration
                    Statement).

        99.1        2002 Non-Executive Stock Option Plan.