<PAGE>   1

      As filed with the Securities and Exchange Commission on June 8, 2000
--------------------------------------------------------------------------------

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

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

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

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

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

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

<TABLE>
<S>                                      <C>
         DELAWARE                                       56-1546236
------------------------                 ---------------------------------------
(State of Incorporation)                 (I.R.S. Employer Identification Number)
</TABLE>


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

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

                          Employee Stock Purchase Plan
                   International Employee Stock Purchase Plan
                       1998 Nonstatutory Stock Option Plan
                            (Full Title of the Plans)

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

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

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

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

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

<PAGE>   2

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS                                     PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
OF SECURITIES TO BE                     AMOUNT TO BE     OFFERING PRICE       AGGREGATE        REGISTRATION
REGISTERED                              REGISTERED(1)    PER SHARE(2)      OFFERING PRICE(2)      FEE(2)
-----------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>              <C>                <C>
Common Stock, $0.01 par value
to be issued under:

     Employee Stock Purchase Plan
     and International Employee
     Stock Purchase Plan              1,200,000 shares     $42.63/sh.       $51,159,375.00     $13,506.08

     1998 Nonstatutory Stock
     Option Plan                        540,000 shares     $50.16/sh.       $27,084,375.00      $7,150.28

Total:                                1,740,000 shares       ---                  ---          $20,656.36
-----------------------------------------------------------------------------------------------------------
</TABLE>

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

(2)  Computed in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee.

(3)  Based upon 85% of the average of the high and low sale prices on June 6,
     2000, as reported on the Nasdaq National Market.

<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          January 29, 2000, filed pursuant to the Exchange Act.

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

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

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

     (g)  All documents subsequently filed by the Company pursuant to Sections
          13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
          a post-effective amendment to this registration statement which
          indicates that all securities offered hereby have been sold or which
          deregisters all securities remaining unsold, shall be deemed to be
          incorporated by reference in this registration statement and to be a
          part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Delaware law authorizes corporations to eliminate the personal liability of
directors to corporations and their stockholders for monetary damage for breach
or alleged breach of the directors' "duty of care." While the relevant statute
does not change directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or rescission. The
statute has no effect on directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.

     The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged

<PAGE>   4

breach of their duty of care. The Bylaws of the Company provide for
indemnification of its directors, officers, employees and agents to the full
extent permitted by the General Corporation Law of the State of Delaware (the
"DGCL"), the Company's state of incorporation, including those circumstances in
which indemnification would otherwise be discretionary under the DGCL. Section
145 of the DGCL provides for indemnification in terms sufficiently broad to
indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     See Index to Exhibits.

ITEM 9. UNDERTAKINGS.

     (a)  Rule 415 Offering. The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

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

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

     (b)  Filings incorporating subsequent Exchange Act documents by reference.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<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 Mountain View, State of California, on May 23, 2000.


                                        SYNOPSYS, INC.

                                        By:


                                        /s/ Aart J. de Geus
                                        -----------------------
                                        Aart J. de Geus
                                        Chief Executive Officer

<PAGE>   6

                                POWER OF ATTORNEY

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

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
          SIGNATURE                              TITLE                        DATE
--------------------------------------------------------------------------------------
<S>                                <C>                                    <C>
/s/ Aart J. de Geus                Chief Executive Officer and            May 23, 2000
-------------------------------    Chairman of the Board of Directors
Aart J. de Geus                    (Principal Executive Officer)

/s/ Chi-Foon Chan                  President, Chief Operating             May 23, 2000
-------------------------------    Officer and Director
Chi-Foon Chan

/s/ Andy D. Bryant                 Director                               May 23, 2000
-------------------------------
Andy D. Bryant

/s/ Deborah A. Coleman             Director                               May 23, 2000
-------------------------------
Deborah A. Coleman

/s/ Harvey C. Jones                Director                               May 23, 2000
-------------------------------
Harvey C. Jones, Jr.

/s/ William W. Lattin              Director                               May 23, 2000
-------------------------------
William W. Lattin

/s/ A. Richard Newton              Director                               May 23, 2000
-------------------------------
A. Richard Newton

/s/ SASSON SOMEKH                  Director                               May 30, 2000
-------------------------------
Sasson Somekh

/s/ Steven C. Walske               Director                               May 23, 2000
-------------------------------
Steven C. Walske

/s/ Robert B. Henske               Chief Financial Officer                May 23, 2000
-------------------------------    (Principal Financial Officer)
Robert B. Henske

/s/ Richard Rowley                 Corporate Controller                   May 23, 2000
-------------------------------    (Principal Accounting Officer)
Richard Rowley
</TABLE>

<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                             Exhibit
-------                            -------
<S>            <C>
5.1            Opinion of counsel as to legality of securities being registered

10.1           Employee Stock Purchase Plan

10.2           International Employee Stock Purchase Plan

10.3           1998 Nonstatutory Stock Option Plan*

23.1           Consent of Independent Auditors

23.2           Consent of Counsel (included in Exhibit 5.1)

24.1           Power of Attorney (see page 6)
</TABLE>
-----------------

*  Incorporated by reference to exhibit to the Company's Registration Statement
   on Form S-8 (File No. 333-90643) as filed with the Securities and Exchange
   Commission on November 9, 1999
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 15950}]
{"company-data": {"conformed-name": "SYNOPSYS INC", "cik": "0000883241", "assigned-sic": "7372", "irs-number": "561546236", "state-of-incorporation": "DE", "fiscal-year-end": "1028"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38810", "film-number": "651201"}, "business-address": {"street1": "700 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4033", "phone": "6509625000"}, "mail-address": {"street1": "700 E MIDDLEFIELD RD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4033"}}
1

      As filed with the Securities and Exchange Commission on June 8, 2000
--------------------------------------------------------------------------------

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

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

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

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

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

                            ------------------------
DELAWARE                                       56-1546236
------------------------                 ---------------------------------------
(State of Incorporation)                 (I.R.S. Employer Identification Number)
700 EAST MIDDLEFIELD ROAD
                          MOUNTAIN VIEW, CA 94043-4033
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

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

                          Employee Stock Purchase Plan
                   International Employee Stock Purchase Plan
                       1998 Nonstatutory Stock Option Plan
                            (Full Title of the Plans)

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

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

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

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

                           --------------------------
2
CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS                                     PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
OF SECURITIES TO BE                     AMOUNT TO BE     OFFERING PRICE       AGGREGATE        REGISTRATION
REGISTERED                              REGISTERED(1)    PER SHARE(2)      OFFERING PRICE(2)      FEE(2)
-----------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value
to be issued under:

     Employee Stock Purchase Plan
     and International Employee
     Stock Purchase Plan              1,200,000 shares     $42.63/sh.       $51,159,375.00     $13,506.08

     1998 Nonstatutory Stock
     Option Plan                        540,000 shares     $50.16/sh.       $27,084,375.00      $7,150.28

Total:                                1,740,000 shares       ---                  ---          $20,656.36
-----------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
     "Securities Act"), the prospectus relating hereto also relates to shares
     registered under Form S-8 Registration Statements, 333-77597 and 333-50947.

(2)  Computed in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee.

(3)  Based upon 85% of the average of the high and low sale prices on June 6,
     2000, as reported on the Nasdaq National Market.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          January 29, 2000, filed pursuant to the Exchange Act.

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

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

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

     (g)  All documents subsequently filed by the Company pursuant to Sections
          13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
          a post-effective amendment to this registration statement which
          indicates that all securities offered hereby have been sold or which
          deregisters all securities remaining unsold, shall be deemed to be
          incorporated by reference in this registration statement and to be a
          part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Delaware law authorizes corporations to eliminate the personal liability of
directors to corporations and their stockholders for monetary damage for breach
or alleged breach of the directors' "duty of care." While the relevant statute
does not change directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or rescission. The
statute has no effect on directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.

     The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged
4

breach of their duty of care. The Bylaws of the Company provide for
indemnification of its directors, officers, employees and agents to the full
extent permitted by the General Corporation Law of the State of Delaware (the
"DGCL"), the Company's state of incorporation, including those circumstances in
which indemnification would otherwise be discretionary under the DGCL. Section
145 of the DGCL provides for indemnification in terms sufficiently broad to
indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     See Index to Exhibits.

ITEM 9. UNDERTAKINGS.

     (a)  Rule 415 Offering. The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

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

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

     (b)  Filings incorporating subsequent Exchange Act documents by reference.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 Mountain View, State of California, on May 23, 2000.

                                        SYNOPSYS, INC.

                                        By:

                                        /s/ Aart J. de Geus
                                        -----------------------
                                        Aart J. de Geus
                                        Chief Executive Officer
6

                                POWER OF ATTORNEY

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

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                              TITLE                        DATE
--------------------------------------------------------------------------------------
/s/ Aart J. de Geus                Chief Executive Officer and            May 23, 2000
-------------------------------    Chairman of the Board of Directors
Aart J. de Geus                    (Principal Executive Officer)

/s/ Chi-Foon Chan                  President, Chief Operating             May 23, 2000
-------------------------------    Officer and Director
Chi-Foon Chan

/s/ Andy D. Bryant                 Director                               May 23, 2000
-------------------------------
Andy D. Bryant

/s/ Deborah A. Coleman             Director                               May 23, 2000
-------------------------------
Deborah A. Coleman

/s/ Harvey C. Jones                Director                               May 23, 2000
-------------------------------
Harvey C. Jones, Jr.

/s/ William W. Lattin              Director                               May 23, 2000
-------------------------------
William W. Lattin

/s/ A. Richard Newton              Director                               May 23, 2000
-------------------------------
A. Richard Newton

/s/ SASSON SOMEKH                  Director                               May 30, 2000
-------------------------------
Sasson Somekh

/s/ Steven C. Walske               Director                               May 23, 2000
-------------------------------
Steven C. Walske

/s/ Robert B. Henske               Chief Financial Officer                May 23, 2000
-------------------------------    (Principal Financial Officer)
Robert B. Henske

/s/ Richard Rowley                 Corporate Controller                   May 23, 2000
-------------------------------    (Principal Accounting Officer)
Richard Rowley
7

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

10.1           Employee Stock Purchase Plan

10.2           International Employee Stock Purchase Plan

10.3           1998 Nonstatutory Stock Option Plan*

23.1           Consent of Independent Auditors

23.2           Consent of Counsel (included in Exhibit 5.1)

24.1           Power of Attorney (see page 6)
-----------------

*  Incorporated by reference to exhibit to the Company's Registration Statement
   on Form S-8 (File No. 333-90643) as filed with the Securities and Exchange
   Commission on November 9, 1999