<PAGE>
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2001
                                                 REGISTRATION NO. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                             GADZOOX NETWORKS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                       <C>
        DELAWARE                                                77-0308899
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                           Identification Number)
</TABLE>
                               5850 HELLYER AVENUE
                           SAN JOSE, CALIFORNIA 95138
                                 (408) 360-4950
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                            1999 DIRECTOR OPTION PLAN
                           (Full title of the plan(s))

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

                                 MICHAEL PARIDES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             GADZOOX NETWORKS, INC.
                               5850 HELLYER AVENUE
                           SAN JOSE, CALIFORNIA 95138
                                 (408) 360-4950
(Name, address, and telephone number, including area code, of agent for service)

                                 --------------
                                    Copy to:
                             DOUGLAS H. COLLOM, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (650) 493-9300


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=====================================================================================================================
                                                                       PROPOSED         PROPOSED
                    TITLE OF                          MAXIMUM           MAXIMUM          MAXIMUM
                   SECURITIES                          AMOUNT           OFFERING        AGGREGATE         AMOUNT OF
                     TO BE                             TO BE           PRICE PER         OFFERING       REGISTRATION
                   REGISTERED                        REGISTERED        SHARE (1)        PRICE (1)           FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>             <C>              <C>
Common Stock, $0.005 par value per share, to be    262,500 shares       $1.02            $267,750.00      $66.94
issued under the 1999 Director Option Plan
=====================================================================================================================
</TABLE>
(1)  Computed in accordance with Rule 457(h) and 457(c) under the Securities
     Act. Such computation is based on the estimated exercise price of $1.02
     per share covering the authorized but unissued shares under the Company's
     1999 Director Option Plan being registered hereunder. The estimated
     exercise price of $1.02 share was computed in accordance with Rule 457
     by averaging the high and low prices of shares of Common Stock of the
     Company as reported in the Nasdaq National Market on October 31, 2001.
<PAGE>

     The contents of the Registrant's Registration Statements on Form S-8 as
filed with the Commission on January 11, 2000 (File No. 333-94377), on October
5, 2000 (File No. 333-47362), and on August 21, 2001 (File No. 333-68084) (the
"Prior Form S-8s") are incorporated herein by reference. Unless otherwise
specified, capitalized terms herein shall have the meanings ascribed to them in
such Prior Form S-8s.

     Gadzoox Networks, Inc. is registering 262,500 shares of our Common Stock
under this Registration Statement, all of which are reserved for issuance under
the Company's 1999 Director Option Plan, as amended (the "Director Plan"). Under
the Prior Form S-8s, we registered 87,500 shares of our Common Stock that had
been or were eligible to be issued under the Director Plan.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     We hereby incorporate by reference in this registration statement the
following documents:

     (1)  Our Annual Report on Form 10-K for the fiscal year ended March 31,
          2001 filed on June 29, 2001, as amended on September 28, 2001 and
          October 26, 2001.

     (2)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
          30, 2001 filed on August 14, 2001, as amended on October 26, 2001.

     (3)  Our Current Report on Form 8-K, filed on September 6, 2001 (related to
          our August 2001 sale of 5,000,000 shares of our common stock in a
          private placement transaction).

     (4)  Our Current Report on Form 8-K filed on June 1, 2001 (related to our
          May 2001 sale of 5,600,000 shares of our common stock in a private
          placement transaction).

     (5)  Our Current Report on Form 8-K filed on May 1, 2001 (related to the
          announcement of our results from our quarter and fiscal year ended
          March 31, 2001).

     (6)  Our Current Report on Form 8-K filed on April 3, 2001 (related to the
          announcement of anticipated results from our quarter ended March 31,
          2001).

     (7)  The description of our Common Stock contained in the Registration
          Statement on Form 8-A, filed June 29, 1999 pursuant to Section 12(g)
          of the Securities Exchange Act of 1934.

     All documents we subsequently file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference in this registration statement and to be part of this
registration statement from the date of filing such documents.
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

     Not  applicable.

ITEM 5. INTERETS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

     Our restated certificate of incorporation provides for the indemnification
of directors to the fullest extent permissible under Delaware law.

     Our bylaws provide for the indemnification of officers, directors and
third parties acting on our behalf if such person acted in good faith and in a
manner reasonably believed to be in and not opposed to our best interest, and,
with respect to any criminal action or proceeding, the indemnified party had no
reason to believe his or her conduct was unlawful.

     In addition to indemnification provided for in our certificate of
incorporation and bylaws, we have entered into indemnification agreements with
our directors, executive officers and former controller. We intend to enter into
indemnification agreements with any new directors and executive officers in the
future.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers, or controlling persons pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

     As of the date of this registration statement and except as described in
the registration statement and our Exchange Act filings, there is no pending
litigation or proceeding involving any of our directors, officers, employees, or
other agents in which indemnification is being sought, nor are we aware of any
threatened litigation that may result in a claim for indemnification by any of
our directors, officers, employees or other agents.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not  applicable.
<PAGE>

ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
            EXHIBIT
            NUMBER                             DESCRIPTION
            -------                            ------------
<S>                  <C>
              4.3*   1999 Director Option Plan and form of agreements thereunder.

              5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

             23.1    Consent of Arthur Andersen LLP, Independent Public Accountants.

             23.3    Consent of Counsel (contained in Exhibit 5.1).

             24.1    Power of Attorney (see page II-4).
</TABLE>
          ----------------
           * Incorporated by reference to Exhibit 4.2 of the Registration
             Statement on Form S-8 dated January 11, 2000 (File No.
             333-94377).

ITEM 9.  UNDERTAKINGS.

     (a)  Gadzoox 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 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)  Gadzoox hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Gadzoox'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 Securities and 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 may be permitted to directors, officers and controlling persons
of Gadzoox pursuant to the foregoing provisions, or otherwise, Gadzoox has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against

<PAGE>


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 Gadzoox 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,
Gadzoox 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>

                                   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 San Jose, State of California, on this 1st day of
November 2001.

                                   GADZOOX NETWORKS, INC.

                                   By:  /s/ MICHAEL PARIDES
                                        --------------------------
                                        Michael Parides
                                        President, Chief Executive Officer
                                        and Director

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Parides and David P. Eichler,
jointly and severally, as his or her attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this registration statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
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/ MICHAEL PARIDES                        President and Chief Executive Officer             November 1, 2001
------------------------------------       (Principal Executive Officer) and Director
    Michael Parides

/s/ DAVID P. EICHLER                       Chief Financial Officer                           November 1, 2001
------------------------------------       (Principal  Financial and
    David P. Eichler                       Accounting Officer)

/s/ MILTON CHANG                           Director                                          November 1, 2001
------------------------------------
    Milton Chang

/s/ ROBERT KUHLING                         Director                                          November 1, 2001
------------------------------------
    Robert Kuhling

                                           Director                                          November 1, 2001
------------------------------------
    Steven West

/s/ SYLVIA SUMMERS                         Director                                          November 1, 2001
------------------------------------
    Sylvia Summers
</TABLE>
<PAGE>

                                  EXHIBIT INDEX
                                  -------------
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------

 4.3*   1999 Director Option Plan and form of agreements thereunder.

 5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1    Consent of Arthur Andersen LLP, Independent Public Accountants.

23.3    Consent of Counsel (contained in Exhibit 5.1).

24.1    Power of Attorney (see page II-4).

----------------
* Incorporated by reference to Exhibit 4.2 of the Registration Statement on
  Form S-8 dated January 11, 2000 (File No. 333-94377).
[{"type": "S-8", "sequence": "1", "filename": "f76293ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16688}]
{"company-data": {"conformed-name": "GADZOOX NETWORKS INC", "cik": "0001084722", "assigned-sic": "3670", "irs-number": "770308899", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72616", "film-number": "1772827"}, "business-address": {"street1": "5850 HELLYER AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95138-1004", "phone": "4083606005"}, "mail-address": {"street1": "5850 HELLYER AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "951381004"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2001
                                                 REGISTRATION NO. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                             GADZOOX NETWORKS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                                77-0308899
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                           Identification Number)
5850 HELLYER AVENUE
                           SAN JOSE, CALIFORNIA 95138
                                 (408) 360-4950
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                            1999 DIRECTOR OPTION PLAN
                           (Full title of the plan(s))

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

                                 MICHAEL PARIDES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             GADZOOX NETWORKS, INC.
                               5850 HELLYER AVENUE
                           SAN JOSE, CALIFORNIA 95138
                                 (408) 360-4950
(Name, address, and telephone number, including area code, of agent for service)

                                 --------------
                                    Copy to:
                             DOUGLAS H. COLLOM, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1050
                                 (650) 493-9300

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                       PROPOSED         PROPOSED
                    TITLE OF                          MAXIMUM           MAXIMUM          MAXIMUM
                   SECURITIES                          AMOUNT           OFFERING        AGGREGATE         AMOUNT OF
                     TO BE                             TO BE           PRICE PER         OFFERING       REGISTRATION
                   REGISTERED                        REGISTERED        SHARE (1)        PRICE (1)           FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.005 par value per share, to be    262,500 shares       $1.02            $267,750.00      $66.94
issued under the 1999 Director Option Plan
=====================================================================================================================
(1)  Computed in accordance with Rule 457(h) and 457(c) under the Securities
     Act. Such computation is based on the estimated exercise price of $1.02
     per share covering the authorized but unissued shares under the Company's
     1999 Director Option Plan being registered hereunder. The estimated
     exercise price of $1.02 share was computed in accordance with Rule 457
     by averaging the high and low prices of shares of Common Stock of the
     Company as reported in the Nasdaq National Market on October 31, 2001.
The contents of the Registrant's Registration Statements on Form S-8 as
filed with the Commission on January 11, 2000 (File No. 333-94377), on October
5, 2000 (File No. 333-47362), and on August 21, 2001 (File No. 333-68084) (the
"Prior Form S-8s") are incorporated herein by reference. Unless otherwise
specified, capitalized terms herein shall have the meanings ascribed to them in
such Prior Form S-8s.

     Gadzoox Networks, Inc. is registering 262,500 shares of our Common Stock
under this Registration Statement, all of which are reserved for issuance under
the Company's 1999 Director Option Plan, as amended (the "Director Plan"). Under
the Prior Form S-8s, we registered 87,500 shares of our Common Stock that had
been or were eligible to be issued under the Director Plan.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     We hereby incorporate by reference in this registration statement the
following documents:

     (1)  Our Annual Report on Form 10-K for the fiscal year ended March 31,
          2001 filed on June 29, 2001, as amended on September 28, 2001 and
          October 26, 2001.

     (2)  Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
          30, 2001 filed on August 14, 2001, as amended on October 26, 2001.

     (3)  Our Current Report on Form 8-K, filed on September 6, 2001 (related to
          our August 2001 sale of 5,000,000 shares of our common stock in a
          private placement transaction).

     (4)  Our Current Report on Form 8-K filed on June 1, 2001 (related to our
          May 2001 sale of 5,600,000 shares of our common stock in a private
          placement transaction).

     (5)  Our Current Report on Form 8-K filed on May 1, 2001 (related to the
          announcement of our results from our quarter and fiscal year ended
          March 31, 2001).

     (6)  Our Current Report on Form 8-K filed on April 3, 2001 (related to the
          announcement of anticipated results from our quarter ended March 31,
          2001).

     (7)  The description of our Common Stock contained in the Registration
          Statement on Form 8-A, filed June 29, 1999 pursuant to Section 12(g)
          of the Securities Exchange Act of 1934.

     All documents we subsequently file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference in this registration statement and to be part of this
registration statement from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.

     Not  applicable.

ITEM 5. INTERETS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

     Our restated certificate of incorporation provides for the indemnification
of directors to the fullest extent permissible under Delaware law.

     Our bylaws provide for the indemnification of officers, directors and
third parties acting on our behalf if such person acted in good faith and in a
manner reasonably believed to be in and not opposed to our best interest, and,
with respect to any criminal action or proceeding, the indemnified party had no
reason to believe his or her conduct was unlawful.

     In addition to indemnification provided for in our certificate of
incorporation and bylaws, we have entered into indemnification agreements with
our directors, executive officers and former controller. We intend to enter into
indemnification agreements with any new directors and executive officers in the
future.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers, or controlling persons pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

     As of the date of this registration statement and except as described in
the registration statement and our Exchange Act filings, there is no pending
litigation or proceeding involving any of our directors, officers, employees, or
other agents in which indemnification is being sought, nor are we aware of any
threatened litigation that may result in a claim for indemnification by any of
our directors, officers, employees or other agents.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not  applicable.
ITEM 8. EXHIBITS.
EXHIBIT
            NUMBER                             DESCRIPTION
            -------                            ------------
4.3*   1999 Director Option Plan and form of agreements thereunder.

              5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

             23.1    Consent of Arthur Andersen LLP, Independent Public Accountants.

             23.3    Consent of Counsel (contained in Exhibit 5.1).

             24.1    Power of Attorney (see page II-4).
----------------
           * Incorporated by reference to Exhibit 4.2 of the Registration
             Statement on Form S-8 dated January 11, 2000 (File No.
             333-94377).

ITEM 9.  UNDERTAKINGS.

     (a)  Gadzoox 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 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)  Gadzoox hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Gadzoox'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 Securities and 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 may be permitted to directors, officers and controlling persons
of Gadzoox pursuant to the foregoing provisions, or otherwise, Gadzoox 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 Gadzoox 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,
Gadzoox 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.
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 San Jose, State of California, on this 1st day of
November 2001.

                                   GADZOOX NETWORKS, INC.

                                   By:  /s/ MICHAEL PARIDES
                                        --------------------------
                                        Michael Parides
                                        President, Chief Executive Officer
                                        and Director

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Parides and David P. Eichler,
jointly and severally, as his or her attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this registration statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                        TITLE                                DATE
           ----------                                       ------                               -----
/s/ MICHAEL PARIDES                        President and Chief Executive Officer             November 1, 2001
------------------------------------       (Principal Executive Officer) and Director
    Michael Parides

/s/ DAVID P. EICHLER                       Chief Financial Officer                           November 1, 2001
------------------------------------       (Principal  Financial and
    David P. Eichler                       Accounting Officer)

/s/ MILTON CHANG                           Director                                          November 1, 2001
------------------------------------
    Milton Chang

/s/ ROBERT KUHLING                         Director                                          November 1, 2001
------------------------------------
    Robert Kuhling

                                           Director                                          November 1, 2001
------------------------------------
    Steven West

/s/ SYLVIA SUMMERS                         Director                                          November 1, 2001
------------------------------------
    Sylvia Summers
EXHIBIT INDEX
                                  -------------
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------

 4.3*   1999 Director Option Plan and form of agreements thereunder.

 5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1    Consent of Arthur Andersen LLP, Independent Public Accountants.

23.3    Consent of Counsel (contained in Exhibit 5.1).

24.1    Power of Attorney (see page II-4).

----------------
* Incorporated by reference to Exhibit 4.2 of the Registration Statement on
  Form S-8 dated January 11, 2000 (File No. 333-94377).