<PAGE>   1
As filed with the Securities and Exchange Commission on July 28, 2000

                                                      Registration No. 333-XXXXX
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 PETS.COM, INC.
             (Exact name of Registrant as specified in its charter)

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

                                    000-29387
                            (Commission File Number)

        DELAWARE                                         94-4730753
(State of incorporation)                    (I.R.S. Employer Identification No.)

                                945 BRYANT STREET
                             SAN FRANCISCO, CA 94103
                    (Address of principal executive offices)

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

                                 1999 STOCK PLAN
                      2000 NON-STATUTORY STOCK OPTION PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                               JULIA L. WAINWRIGHT
                             Chief Executive Officer
                                 PETS.COM, INC.
                                945 Bryant Street
                             San Francisco, CA 94103
                                 (415) 222-9999
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                John V. Bautista
                                  John P. Dugan
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488

               (Calculation of Registration Fee on following page)


<PAGE>   2

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                   Proposed            Proposed
                                                                  Maximum           Maximum             Maximum        Amount of
                                                                Amount to be     Offering Price        Aggregate      Registration
         Title of Securities to be Registered                   Registered(1)       Per Share        Offering Price        Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                 <C>                 <C>              <C>
1999 STOCK PLAN
   Common Stock Issuable upon Exercise of Outstanding
   Options, $0.00125 par value ..........................      4,367,660 Shares        $3.34 (2)      $14,587,984      $  3,851.23

   Common Stock Reserved for Grant of Additional
   Options, $0.00125 par value ..........................      1,447,667 Shares        $1.75 (3)      $ 1,447,669      $    382.18

2000 EMPLOYEE STOCK PURCHASE PLAN
   Common Stock Reserved for Grant of Options
   $0.00125 par value ...................................        400,000 Shares        $1.49 (4)      $   596,000      $    157.34

2000 NON-STATUTORY STOCK OPTION PLAN
   Common Stock Issuable upon Exercise of Outstanding
   Options, $0.00125 par value ..........................        735,100 Shares        $3.43 (2)      $ 2,521,393      $    665.65
   Common Stock Reserved for Grant of Additional
   Options, $0.00125 par value ..........................        764,900 Shares        $1.75 (3)      $ 1,447,669      $    382.18

                     TOTAL ..............................      7,715,327 Shares                       $20,600,715      $  5,438.58
                     -----
</TABLE>
---------------
(1)        This Registration Statement on Form S-8 (the "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)        Computed in accordance with Rule 457(h) under the Securities Act of
           1933, as amended (the "Securities Act") solely for the purpose of
           calculating the registration fee. Computation based on the weighted
           average per share exercise price (rounded to nearest cent) of
           outstanding options under the referenced plan, the shares issuable
           under which are registered hereby.

(3)        Estimated in accordance with Rule 457(c) under the Securities Act
           solely for the purpose of calculating the registration fee. The
           computation with respect to unissued options is based upon the
           average of the high and low sale prices of the Common Stock as
           reported on the Nasdaq National Market on July 25, 2000.

(4)        Estimated in accordance with Rule 457(h) under the Securities Act
           solely for the purpose of calculating the registration fee. The
           computation is based upon the average of the high and low sale prices
           of the Common Stock as reported on The Nasdaq National Market on July
           25, 2000, multiplied by 85%, which is the percentage of the trading
           purchase price applicable to purchases under the referenced Plan.

                                      -2-

<PAGE>   3

                                     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 (the "Commission")are incorporated by reference in this prospectus:

           (a) Our Registration Statement on Form S-1 filed with the Commission
on December 9, 1999 (as amended on January 21, 2000 and February 9, 2000) (File
No. 333-92433), which contains audited financial statements for the year ended
December 31, 1999, our latest fiscal year for which such statements have been
filed.

           (b) Our Quarterly Report on Form 10-Q (File No. 000-29387), filed on
May 15, 2000 pursuant to Rule 13a-13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").


           (c) The description of our Common Stock contained in the Registration
Statement on Form 8-A we filed with the Commission under Section 12 of the
Exchange Act on February 8, 2000 (File No. 000-29387).

Item 4. DESCRIPTION OF SECURITIES.

           Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

           The validity of the common stock offered hereby will be passed upon
for the Registrant for Venture Law Group, A Professional Corporation, Menlo
Park, California. John V. Bautista, a director of Venture Law Group, is the
secretary of the Registrant. As of the date of this Registration Statement,
certain directors and attorneys of Venture Law Group and an investment
partnership affiliated with Venture Law Group own approximately 92,472 shares of
the Registrant's common stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Registrant's Certificate of Incorporation reduces the liability
of a director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

Item 8. EXHIBITS.

<TABLE>
<CAPTION>

    Exhibit
    Number
    ------
    <S>             <C>
    5.2             Opinion of Venture Law Group, a Professional Corporation.
    10.2.1*         1999 Stock Plan, as amended.
    10.2.2*         2000 Employee Stock Purchase Plan
    10.2.3          2000 Non-Statutory Stock Option Plan
    23.1            Consent of Ernst & Young LLP, Independent Auditors.
</TABLE>


                                      -3-

<PAGE>   4
<TABLE>
<CAPTION>

           <S>        <C>
           23.2       Consent of Venture Law Group, a Professional Corporation
                      (included in Exhibit 5.1).

           24.1       Powers of Attorney (see p. 6).
</TABLE>

* Incorporated by reference from Registrant's Registration Statement on Form S-1
filed with the Commission on December 9, 1999 (as amended on January 21, 2000
and February 9, 2000) (File No. 333-92433).

Item 9. UNDERTAKINGS.

           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 purposes 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.

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

           Insofar as the 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.

                            [Signature Pages Follow]

                                      -4-
<PAGE>   5


                                   SIGNATURES


           Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Pets.com, Inc., a corporation organized and existing under the laws
of the State of Delaware, 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 San Francisco, State of California, on
this 28th day of July, 2000.

                                    PETS.COM, INC.


                                    By:  /s/ Julia L. Wainwright
                                         --------------------------------------
                                         Julia L. Wainwright
                                         Chief Executive Officer


                                      -5-

<PAGE>   6

                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Julia L. Wainwright and Paul G. Manca,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may 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/ Julia L. Wainwright                          Chief Executive Officer and Director (Principal              July 28, 2000
------------------------------------------       Executive Officer)
Julia L. Wainwright

/s/ Paul G. Manca                                Chief Financial Officer (Principal Financial and             July 28, 2000
------------------------------------------       Accounting Officer)
Paul G. Manca

/s /John B. Balousek                             Director                                                     July 26, 2000
------------------------------------------
John B. Balousek

/s/ Mark J. Britto                               Director                                                     July 26, 2000
------------------------------------------
Mark J. Britto

/s/ John R. Hummer                               Director                                                     July 28, 2000
------------------------------------------
John R. Hummer

/s/ David N. Chichester                          Director                                                     July 28, 2000
------------------------------------------
David N. Chichester

/s/ Michela English                              Director                                                     July 28, 2000
------------------------------------------
Michela English
</TABLE>

                                      -6-

<PAGE>   7


                                INDEX TO EXHIBITS


  Exhibit
  Number
  ------
  5.2             Opinion of Venture Law Group, a Professional Corporation.

  10.2.1*         1999 Stock Plan, as amended.

  10.2.2*         2000 Employee Stock Purchase Plan

  10.2.3          2000 Non-Statutory Stock Option Plan

  23.1            Consent of Ernst & Young LLP, Independent Auditors.

  23.2            Consent of Venture Law Group, a Professional Corporation
                  (included in Exhibit 5.1).

  24.1            Powers of Attorney (see p. 6).

* Incorporated by reference from Registrant's Registration Statement on Form S-1
filed with the Commission on December 9, 1999 (as amended on January 21, 2000
and February 9, 2000) (File No. 333-92433)
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17145}]
{"company-data": {"conformed-name": "PETS COM INC", "cik": "0001100683", "assigned-sic": "5990", "irs-number": "954730753", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42410", "film-number": "680460"}, "business-address": {"street1": "435 BRANNAN STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4152229999"}, "mail-address": {"street1": "435 BRANNAN STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107"}}
1
As filed with the Securities and Exchange Commission on July 28, 2000

                                                      Registration No. 333-XXXXX
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 PETS.COM, INC.
             (Exact name of Registrant as specified in its charter)

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

                                    000-29387
                            (Commission File Number)

        DELAWARE                                         94-4730753
(State of incorporation)                    (I.R.S. Employer Identification No.)

                                945 BRYANT STREET
                             SAN FRANCISCO, CA 94103
                    (Address of principal executive offices)

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

                                 1999 STOCK PLAN
                      2000 NON-STATUTORY STOCK OPTION PLAN
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                               JULIA L. WAINWRIGHT
                             Chief Executive Officer
                                 PETS.COM, INC.
                                945 Bryant Street
                             San Francisco, CA 94103
                                 (415) 222-9999
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                John V. Bautista
                                  John P. Dugan
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488

               (Calculation of Registration Fee on following page)
2

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed            Proposed
                                                                  Maximum           Maximum             Maximum        Amount of
                                                                Amount to be     Offering Price        Aggregate      Registration
         Title of Securities to be Registered                   Registered(1)       Per Share        Offering Price        Fee
------------------------------------------------------------------------------------------------------------------------------------
1999 STOCK PLAN
   Common Stock Issuable upon Exercise of Outstanding
   Options, $0.00125 par value ..........................      4,367,660 Shares        $3.34 (2)      $14,587,984      $  3,851.23

   Common Stock Reserved for Grant of Additional
   Options, $0.00125 par value ..........................      1,447,667 Shares        $1.75 (3)      $ 1,447,669      $    382.18

2000 EMPLOYEE STOCK PURCHASE PLAN
   Common Stock Reserved for Grant of Options
   $0.00125 par value ...................................        400,000 Shares        $1.49 (4)      $   596,000      $    157.34

2000 NON-STATUTORY STOCK OPTION PLAN
   Common Stock Issuable upon Exercise of Outstanding
   Options, $0.00125 par value ..........................        735,100 Shares        $3.43 (2)      $ 2,521,393      $    665.65
   Common Stock Reserved for Grant of Additional
   Options, $0.00125 par value ..........................        764,900 Shares        $1.75 (3)      $ 1,447,669      $    382.18

                     TOTAL ..............................      7,715,327 Shares                       $20,600,715      $  5,438.58
                     -----
---------------
(1)        This Registration Statement on Form S-8 (the "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)        Computed in accordance with Rule 457(h) under the Securities Act of
           1933, as amended (the "Securities Act") solely for the purpose of
           calculating the registration fee. Computation based on the weighted
           average per share exercise price (rounded to nearest cent) of
           outstanding options under the referenced plan, the shares issuable
           under which are registered hereby.

(3)        Estimated in accordance with Rule 457(c) under the Securities Act
           solely for the purpose of calculating the registration fee. The
           computation with respect to unissued options is based upon the
           average of the high and low sale prices of the Common Stock as
           reported on the Nasdaq National Market on July 25, 2000.

(4)        Estimated in accordance with Rule 457(h) under the Securities Act
           solely for the purpose of calculating the registration fee. The
           computation is based upon the average of the high and low sale prices
           of the Common Stock as reported on The Nasdaq National Market on July
           25, 2000, multiplied by 85%, which is the percentage of the trading
           purchase price applicable to purchases under the referenced Plan.

                                      -2-
3

                                     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 (the "Commission")are incorporated by reference in this prospectus:

           (a) Our Registration Statement on Form S-1 filed with the Commission
on December 9, 1999 (as amended on January 21, 2000 and February 9, 2000) (File
No. 333-92433), which contains audited financial statements for the year ended
December 31, 1999, our latest fiscal year for which such statements have been
filed.

           (b) Our Quarterly Report on Form 10-Q (File No. 000-29387), filed on
May 15, 2000 pursuant to Rule 13a-13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

           (c) The description of our Common Stock contained in the Registration
Statement on Form 8-A we filed with the Commission under Section 12 of the
Exchange Act on February 8, 2000 (File No. 000-29387).

Item 4. DESCRIPTION OF SECURITIES.

           Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

           The validity of the common stock offered hereby will be passed upon
for the Registrant for Venture Law Group, A Professional Corporation, Menlo
Park, California. John V. Bautista, a director of Venture Law Group, is the
secretary of the Registrant. As of the date of this Registration Statement,
certain directors and attorneys of Venture Law Group and an investment
partnership affiliated with Venture Law Group own approximately 92,472 shares of
the Registrant's common stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Registrant's Certificate of Incorporation reduces the liability
of a director to the corporation or its shareholders for monetary damages for
breaches of his or her fiduciary duty of care to the fullest extent permissible
under Delaware law. The Bylaws of the Registrant further provide for
indemnification of corporate agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

Item 8. EXHIBITS.
Exhibit
    Number
    ------
5.2             Opinion of Venture Law Group, a Professional Corporation.
    10.2.1*         1999 Stock Plan, as amended.
    10.2.2*         2000 Employee Stock Purchase Plan
    10.2.3          2000 Non-Statutory Stock Option Plan
    23.1            Consent of Ernst & Young LLP, Independent Auditors.
-3-
4
23.2       Consent of Venture Law Group, a Professional Corporation
                      (included in Exhibit 5.1).

           24.1       Powers of Attorney (see p. 6).
* Incorporated by reference from Registrant's Registration Statement on Form S-1
filed with the Commission on December 9, 1999 (as amended on January 21, 2000
and February 9, 2000) (File No. 333-92433).

Item 9. UNDERTAKINGS.

           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 purposes 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.

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

           Insofar as the 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 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.

                            [Signature Pages Follow]

                                      -4-
5

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Pets.com, Inc., a corporation organized and existing under the laws
of the State of Delaware, 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 San Francisco, State of California, on
this 28th day of July, 2000.

                                    PETS.COM, INC.

                                    By:  /s/ Julia L. Wainwright
                                         --------------------------------------
                                         Julia L. Wainwright
                                         Chief Executive Officer

                                      -5-
6

                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Julia L. Wainwright and Paul G. Manca,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorney-in-facts and agents,
or his or her substitute or substitutes, may 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/ Julia L. Wainwright                          Chief Executive Officer and Director (Principal              July 28, 2000
------------------------------------------       Executive Officer)
Julia L. Wainwright

/s/ Paul G. Manca                                Chief Financial Officer (Principal Financial and             July 28, 2000
------------------------------------------       Accounting Officer)
Paul G. Manca

/s /John B. Balousek                             Director                                                     July 26, 2000
------------------------------------------
John B. Balousek

/s/ Mark J. Britto                               Director                                                     July 26, 2000
------------------------------------------
Mark J. Britto

/s/ John R. Hummer                               Director                                                     July 28, 2000
------------------------------------------
John R. Hummer

/s/ David N. Chichester                          Director                                                     July 28, 2000
------------------------------------------
David N. Chichester

/s/ Michela English                              Director                                                     July 28, 2000
------------------------------------------
Michela English
-6-
7

                                INDEX TO EXHIBITS

  Exhibit
  Number
  ------
  5.2             Opinion of Venture Law Group, a Professional Corporation.

  10.2.1*         1999 Stock Plan, as amended.

  10.2.2*         2000 Employee Stock Purchase Plan

  10.2.3          2000 Non-Statutory Stock Option Plan

  23.1            Consent of Ernst & Young LLP, Independent Auditors.

  23.2            Consent of Venture Law Group, a Professional Corporation
                  (included in Exhibit 5.1).

  24.1            Powers of Attorney (see p. 6).

* Incorporated by reference from Registrant's Registration Statement on Form S-1
filed with the Commission on December 9, 1999 (as amended on January 21, 2000
and February 9, 2000) (File No. 333-92433)