<PAGE>   1
      As filed with the Securities and Exchange Commission on May 12, 2000
                                                   Registration No. 333-________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                               POET HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                               94-3221778
        ------------------------                 -----------------------
        (State of Incorporation)                    (I.R.S. Employer
                                                 Identification Number)

                            999 Baker Way, Suite 200
                           San Mateo, California 94404
                    (Address of Principal Executive Offices)

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

                      AMENDED AND RESTATED 1995 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            1999 DIRECTOR OPTION PLAN
                            (Full title of the plans)

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

                                  Dirk Bartels
                      President and Chief Executive Officer
                               POET HOLDINGS, INC.
                            999 Baker Way, Suite 200
                           San Mateo, California 94404
                     (Name and address of agent for service)
                                 (650) 286-4640
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                             Bruce M. McNamara, Esq.
                              Margo M. Eakin, Esq.
                                 Anand Rao, Esq.
                        WILSON SONSINI GOODRICH & ROSATI,
                            PROFESSIONAL CORPORATION
                               650 Page Mill Road
                           Palo Alto, California 94304
                            Telephone: (650) 493-9300

================================================================================
<PAGE>   2
================================================================================

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
                                          AMOUNT        PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
TITLE OF SECURITIES TO                     TO BE         OFFERING PRICE         AGGREGATE         REGISTRATION
BE REGISTERED                          REGISTERED(1)      PER SHARE(2)      OFFERING PRICE(2)         FEE
--------------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>                 <C>                   <C>
Common Stock, $0.001 par value
  per share:

Issuable under the Amended and
Restated 1995 Stock Plan                  215,880            $56.73           $12,246,872.40       $ 3,233.17

To be issued under the Amended and
Restated 1995 Stock Plan                  745,509            $27.83           $20,747,515.47       $ 5,477.34

Issuable under the 1999 Employee
Stock Purchase Plan                       205,471            $56.73           $11,656,369.83       $ 3,077.28

Issuable under the 1999 Director
Option Plan                               110,000            $56.73           $ 6,240,300.00       $ 1,647.44

To be issued under the 1999
Director Option Plan                       40,000            $12.90           $   516,000.00       $   136.22

     TOTAL:                             1,316,860                             $51,407,057.70       $13,571.46
</TABLE>

----------

(1)   Amount of securities to be registered computed in accordance with Rule
      457(h) of the Securities Act of 1933, as amended, as the maximum number of
      the Registrant's Common Stock issuable under the plans covered by this
      registration statement.

(2)   Estimated in accordance with Rule 457(c) of the Securities Act solely for
      the purpose of calculating the registration fee based on the average of
      the high and low prices per share of the Common Stock as reported on the
      Neuer Markt of the Frankfurt Stock Exchange on May 10, 2000. The
      registration fee for the shares of Common Stock to be issued under the
      Amended and Restated 1995 Stock Plan, an employee stock option plan, was
      calculated in accordance with Rule 457(h) of the Securities Act upon the
      basis of the weighted average price at which the options may be exercised.

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

<PAGE>   3
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents and information heretofore filed by POET
Holdings, Inc. ("Registrant") with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:

        1. The Registrant's Registrant Statement filed on Form S-1 originally
filed September 17, 1999, and subsequently amended, pursuant to Rule 424(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act") relating to the
Registrant's initial public offering of its Common Stock.

        2. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated November 10, 1999, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.

        3. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to the Exchange Act March 30, 2000.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or 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, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the securities being registered by this Registration
Statement will be passed upon for the Company by Wilson Sonsini Goodrich &
Rosati, Professional Corporation. As of the date of this Registration Statement
one current individual member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and two associated investment partnerships beneficially own an
aggregate of 13,672 shares of the Registrant's common stock.

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.

        Article NINTH of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.

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


                                      II-1
<PAGE>   4
        In addition to indemnification provided for in the Registrant's
certificate of incorporation and bylaws, the Registrant has entered into
indemnification agreements with its directors and executive officers and intends
to enter into indemnification agreements with any new directors and executive
officers in the future.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
   EXHIBIT
    NUMBER                               DESCRIPTION
   --------                              -----------
<S>            <C>
     4.1       Amended and Restated 1995 Stock Plan and form of agreements
               thereunder.

     4.2       1999 Employee Stock Purchase Plan and form of agreements
               thereunder.

     4.3       1999 Director Option Plan and form of agreements thereunder.

     5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation, counsel to the Registrant.

    23.1       Consent of Deloitte & Touche LLP, Independent Accountants.

    23.2       Consent of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation, counsel to the Registrant (contained in Exhibit 5.1).

    24.1       Power of Attorney (see page II-4 and II-5).
</TABLE>

ITEM 9. UNDERTAKINGS.

        A. The undersigned Registrant hereby undertakes:

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

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

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

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-2
<PAGE>   5
        C. 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.


                                      II-3
<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto,
duly authorized, in the City of San Mateo, State of California, on May 12, 2000.

                                      POET HOLDINGS, INC.

                                      By: /s/ Dirk Bartels
                                          -------------------------------------
                                          Dirk Bartels
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dirk Bartels and Jerry Wong, and each of
them acting individually, as his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution, to sign and execute on behalf of
the undersigned any and all amendments (including post-effective amendments) to
this Registration Statement, any registration statement for the same offering
covered by this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, and all post-effective amendments thereto, and to file the same, with
all exhibits thereto and all 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 and about the
foregoing, as fully to all intents and purposes as the undersigned might or
could do in person, and each of the undersigned does hereby ratify and confirm
all that such attorneys-in-fact and agents or any of them, or any substitutes,
may lawfully 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 date indicated:

<TABLE>
<CAPTION>
                    SIGNATURE                                        TITLE                          DATE
                    ---------                                        -----                          ----
<S>                                               <C>                                           <C>
/s/               Dirk Bartels                    President, Chief Executive Officer            May 12, 2000
------------------------------------------------  and Director
                  Dirk Bartels

/s/               Jochen Witte                    Executive Vice President of European          May 12, 2000
------------------------------------------------  Operations and Chief Financial Officer
                  Jochen Witte

/s/                Jerry Wong                     Executive Vice President of U.S.              May 12, 2000
------------------------------------------------  Operations and Vice President of Finance
                   Jerry Wong

/s/                Gert Kohler                    Director                                      May 12, 2000
------------------------------------------------
                   Gert Kohler

/s/              Jerome Lecoeur                   Director                                      May 12, 2000
------------------------------------------------
                 Jerome Lecoeur
</TABLE>


                                      II-4
<PAGE>   7
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                                DESCRIPTION
   -------                               -----------
<S>            <C>
     4.1       Amended and Restated 1995 Stock Plan and form of agreements
               thereunder.

     4.2       1999 Employee Stock Purchase Plan and form of agreements
               thereunder.

     4.3       1999 Director Option Plan and form of agreements thereunder.

     5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation, counsel to the Registrant.

    23.1       Consent of Deloitte & Touche LLP, Independent Accountants.

    23.2       Consent of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation, counsel to the Registrant (contained in Exhibit 5.1).

    24.1       Power of Attorney (see page II-4 and II-5).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17315}]
{"company-data": {"conformed-name": "POET HOLDINGS INC", "cik": "0001028425", "assigned-sic": "7372", "irs-number": "943221778", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36962", "film-number": "629905"}, "business-address": {"street1": "999 BAKER WAY", "street2": "STE 100", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "6502864640"}, "mail-address": {"street1": "999 BAKER WAY", "street2": "STE 100", "city": "SAN MATEO", "state": "CA", "zip": "94404"}}
1
      As filed with the Securities and Exchange Commission on May 12, 2000
                                                   Registration No. 333-________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                               POET HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

                Delaware                               94-3221778
        ------------------------                 -----------------------
        (State of Incorporation)                    (I.R.S. Employer
                                                 Identification Number)

                            999 Baker Way, Suite 200
                           San Mateo, California 94404
                    (Address of Principal Executive Offices)

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

                      AMENDED AND RESTATED 1995 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            1999 DIRECTOR OPTION PLAN
                            (Full title of the plans)

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

                                  Dirk Bartels
                      President and Chief Executive Officer
                               POET HOLDINGS, INC.
                            999 Baker Way, Suite 200
                           San Mateo, California 94404
                     (Name and address of agent for service)
                                 (650) 286-4640
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                             Bruce M. McNamara, Esq.
                              Margo M. Eakin, Esq.
                                 Anand Rao, Esq.
                        WILSON SONSINI GOODRICH & ROSATI,
                            PROFESSIONAL CORPORATION
                               650 Page Mill Road
                           Palo Alto, California 94304
                            Telephone: (650) 493-9300

================================================================================
2
================================================================================

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                          AMOUNT        PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
TITLE OF SECURITIES TO                     TO BE         OFFERING PRICE         AGGREGATE         REGISTRATION
BE REGISTERED                          REGISTERED(1)      PER SHARE(2)      OFFERING PRICE(2)         FEE
--------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value
  per share:

Issuable under the Amended and
Restated 1995 Stock Plan                  215,880            $56.73           $12,246,872.40       $ 3,233.17

To be issued under the Amended and
Restated 1995 Stock Plan                  745,509            $27.83           $20,747,515.47       $ 5,477.34

Issuable under the 1999 Employee
Stock Purchase Plan                       205,471            $56.73           $11,656,369.83       $ 3,077.28

Issuable under the 1999 Director
Option Plan                               110,000            $56.73           $ 6,240,300.00       $ 1,647.44

To be issued under the 1999
Director Option Plan                       40,000            $12.90           $   516,000.00       $   136.22

     TOTAL:                             1,316,860                             $51,407,057.70       $13,571.46
----------

(1)   Amount of securities to be registered computed in accordance with Rule
      457(h) of the Securities Act of 1933, as amended, as the maximum number of
      the Registrant's Common Stock issuable under the plans covered by this
      registration statement.

(2)   Estimated in accordance with Rule 457(c) of the Securities Act solely for
      the purpose of calculating the registration fee based on the average of
      the high and low prices per share of the Common Stock as reported on the
      Neuer Markt of the Frankfurt Stock Exchange on May 10, 2000. The
      registration fee for the shares of Common Stock to be issued under the
      Amended and Restated 1995 Stock Plan, an employee stock option plan, was
      calculated in accordance with Rule 457(h) of the Securities Act upon the
      basis of the weighted average price at which the options may be exercised.

================================================================================
3
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents and information heretofore filed by POET
Holdings, Inc. ("Registrant") with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:

        1. The Registrant's Registrant Statement filed on Form S-1 originally
filed September 17, 1999, and subsequently amended, pursuant to Rule 424(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act") relating to the
Registrant's initial public offering of its Common Stock.

        2. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated November 10, 1999, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.

        3. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to the Exchange Act March 30, 2000.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or 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, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the securities being registered by this Registration
Statement will be passed upon for the Company by Wilson Sonsini Goodrich &
Rosati, Professional Corporation. As of the date of this Registration Statement
one current individual member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, and two associated investment partnerships beneficially own an
aggregate of 13,672 shares of the Registrant's common stock.

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.

        Article NINTH of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.

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

                                      II-1
4
        In addition to indemnification provided for in the Registrant's
certificate of incorporation and bylaws, the Registrant has entered into
indemnification agreements with its directors and executive officers and intends
to enter into indemnification agreements with any new directors and executive
officers in the future.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.
EXHIBIT
    NUMBER                               DESCRIPTION
   --------                              -----------
4.1       Amended and Restated 1995 Stock Plan and form of agreements
               thereunder.

     4.2       1999 Employee Stock Purchase Plan and form of agreements
               thereunder.

     4.3       1999 Director Option Plan and form of agreements thereunder.

     5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation, counsel to the Registrant.

    23.1       Consent of Deloitte & Touche LLP, Independent Accountants.

    23.2       Consent of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation, counsel to the Registrant (contained in Exhibit 5.1).

    24.1       Power of Attorney (see page II-4 and II-5).
ITEM 9. UNDERTAKINGS.

        A. The undersigned Registrant hereby undertakes:

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

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

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

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-2
5
        C. 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.

                                      II-3
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto,
duly authorized, in the City of San Mateo, State of California, on May 12, 2000.

                                      POET HOLDINGS, INC.

                                      By: /s/ Dirk Bartels
                                          -------------------------------------
                                          Dirk Bartels
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dirk Bartels and Jerry Wong, and each of
them acting individually, as his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution, to sign and execute on behalf of
the undersigned any and all amendments (including post-effective amendments) to
this Registration Statement, any registration statement for the same offering
covered by this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, and all post-effective amendments thereto, and to file the same, with
all exhibits thereto and all 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 and about the
foregoing, as fully to all intents and purposes as the undersigned might or
could do in person, and each of the undersigned does hereby ratify and confirm
all that such attorneys-in-fact and agents or any of them, or any substitutes,
may lawfully 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 date indicated:
SIGNATURE                                        TITLE                          DATE
                    ---------                                        -----                          ----
/s/               Dirk Bartels                    President, Chief Executive Officer            May 12, 2000
------------------------------------------------  and Director
                  Dirk Bartels

/s/               Jochen Witte                    Executive Vice President of European          May 12, 2000
------------------------------------------------  Operations and Chief Financial Officer
                  Jochen Witte

/s/                Jerry Wong                     Executive Vice President of U.S.              May 12, 2000
------------------------------------------------  Operations and Vice President of Finance
                   Jerry Wong

/s/                Gert Kohler                    Director                                      May 12, 2000
------------------------------------------------
                   Gert Kohler

/s/              Jerome Lecoeur                   Director                                      May 12, 2000
------------------------------------------------
                 Jerome Lecoeur
II-4
7
                                INDEX TO EXHIBITS
EXHIBIT
   NUMBER                                DESCRIPTION
   -------                               -----------
4.1       Amended and Restated 1995 Stock Plan and form of agreements
               thereunder.

     4.2       1999 Employee Stock Purchase Plan and form of agreements
               thereunder.

     4.3       1999 Director Option Plan and form of agreements thereunder.

     5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation, counsel to the Registrant.

    23.1       Consent of Deloitte & Touche LLP, Independent Accountants.

    23.2       Consent of Wilson Sonsini Goodrich & Rosati, Professional
               Corporation, counsel to the Registrant (contained in Exhibit 5.1).

    24.1       Power of Attorney (see page II-4 and II-5).