<PAGE>   1


   As filed with the Securities and Exchange Commission on February 16, 2001
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                         FLEXTRONICS INTERNATIONAL LTD.
             (Exact Name of Registrant as Specified in its Charter)

          SINGAPORE                                    NOT APPLICABLE
 (State or other jurisdiction                         (I.R.S. Employer
      of Incorporation)                              Identification No.)


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

                         FLEXTRONICS INTERNATIONAL LTD.
                            11 UBI ROAD 1, #07-01/02
                           MEIBAN INDUSTRIAL BUILDING
                                SINGAPORE 408723
                                  (65) 844-3366
                    (Address of Principal Executive Offices)

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

                         Flextronics International Ltd.
                             1993 Share Option Plan
                        1997 Employee Share Purchase Plan
                           (Full Titles of the Plans)

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

                                MICHAEL E. MARKS
                             CHIEF EXECUTIVE OFFICER
                         FLEXTRONICS INTERNATIONAL LTD.
                            11 UBI ROAD 1, #07-01/02
                           MEIBAN INDUSTRIAL BUILDING
                                SINGAPORE 408723
                                  (65) 844-3366

            (Name, Address, including zip code, and Telephone Number,
                   including area code, of Agent for Service)

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

                                   COPIES TO:
                             DAVID K. MICHAELS, ESQ.
                             ANDREW H. FELLER, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                               PALO ALTO, CA 94306
                                 (650) 494-0600

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================== =============== ===================== =================== ===============
 TITLE OF EACH CLASS    AMOUNT TO BE     PROPOSED MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF
 OF SECURITIES TO BE     REGISTERED       OFFERING PRICE         AGGREGATE        REGISTRATION
      REGISTERED             (1)             PER SHARE        OFFERING PRICE (4)       FEE
--------------------   -------------- ---------------------- ------------------- ---------------
<S>                    <C>               <C>                    <C>                <C>
Ordinary Shares,
par value S$.01         10,000,000 (2)      $32.75 (3)           $327,500,000       $81,875.00
1993 Share Option
Plan................
--------------------    -------------- ---------------------- ------------------- ---------------
Ordinary Shares,           800,000 (2)      $32.75 (3)            $26,200,000        $6,550.00
par value S$.01
1997 Employee Share
Purchase Plan
--------------------    -------------- ---------------------- ------------------- ---------------
Total                   10,800,000              --               $353,700,000       $88,425.00
====================    ============== ====================== =================== ===============
</TABLE>

(1) Reflects the Registrant's two-for-one stock split of its Ordinary Shares
effected by a one-for-one bonus issue (the Singapore equivalent of a stock
dividend) payable on October 16, 2000.

(2) Represents 10,000,000 additional shares available for issuance under the
Flextronics International Ltd. 1993 Share Option Plan and 800,000 additional
shares available for issuance under the Flextronics International Ltd. 1997
Employee Share Purchase Plan. With regard to the Shares available for issuance
under the 1993 Share Option Plan, pursuant to Rule 429 promulgated under the
Securities Act


<PAGE>   2


of 1933, as amended (the "Securities Act"), the prospectuses relating to this
Registration Statement also relate to the shares registered under Form S-8
Registration Statement Nos. 333-95189, 33-99924, 333-42255 and 333-71049. A
total of 40,800,000 shares issuable under the 1993 Share Option Plan has
previously been registered under the Securities Act. With regard to the Shares
issuable pursuant to the 1997 Employee Share Purchase Plan, pursuant to Rule 429
promulgated under the Securities Act, the prospectus relating to this
Registration Statement also relates to the shares registered under Form S-8
Registration Statement Nos. 333-95189 and 333-42255. A total of 1,600,000 shares
issuable under the 1997 Employee Share Purchase Plan have previously been
registered under the Securities Act.

(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low prices per Ordinary Share of Flextronics International Ltd. on February 9,
2001 as reported by the Nasdaq National Market.


<PAGE>   3


Item 8: Exhibits


<TABLE>
<CAPTION>
EXHIBIT
NUMBER       DESCRIPTION OF DOCUMENT
-------      -----------------------
<S>          <C>
    4.1      Memorandum and New Articles of Association of the Registrant.
             (Incorporated by reference to Exhibit 3.01 of the Registrant's
             Quarterly Report on Form 10-Q for the quarter ended December 31,
             2000.)

    4.2      Registrant's 1993 Share Option Plan.

    4.3      Registrant's 1997 Employee Share Purchase Plan. (Incorporated by
             reference to Exhibit 4.3 of the Registrant's Current Report on Form
             8-K for the event reported on January 21, 2000.)

    4.4      Indenture dated as of October 15, 1997 between the Registrant and
             State Street Bank and Trust Company of California, N.A., as
             trustee. (Incorporated by reference to Exhibit 10.1 of the
             Registrant's Current Report on Form 8-K for the event reported on
             October 15, 1997.)

    4.5      Revolving Credit and Term Loan Agreement dated as of March 27, 1997
             among the Registrant, The First National Bank of Boston, as Agent,
             and the other lending institutions listed on Schedule 1 attached
             thereto. The Registrant agrees to furnish a copy of the omitted
             schedule to the Commission upon request. (Incorporated by reference
             to Exhibit 5(a) of the Registrant's Current Report on Form 8-K for
             the event reported on March 27, 1997.)

    4.6      Revolving Credit Agreement dated as of March 27, 1997 among
             Flextronics International USA, Inc., The First National Bank of
             Boston, as Agent, and the other lending institutions listed on
             Schedule 1 attached thereto. The Registrant agrees to furnish a
             copy of the omitted schedule to the Commission upon request.
             (Incorporated by reference to Exhibit 5(b) of the Registrant's
             Current Report on Form 8-K for the event reported on March 27,
             1997.)

    4.7      Credit Agreement dated April 3, 2000 among the Registrant, and its
             subsidiaries designated under the Credit Agreement as borrowers
             from time to time, the lenders named in Schedule I to the Credit
             Agreement, ABN AMRO Bank N.V. as agent for the lenders, Fleet
             National Bank as documentation agent, Bank of America, National
             Association and Citicorp USA, Inc. as managing agents, and The Bank
             of Nova Scotia as co-agent. Certain schedules have been omitted.
             The Registrant agrees to furnish supplementally a copy of any
             omitted schedule to the Commission upon request. (Incorporated by
             reference to Exhibit 10.26 of the Registrant's Annual Report on
             Form 10-K for the fiscal year ended March 31, 2000.)

    4.8      Credit Agreement dated as of April 3, 2000 among Flextronics
             International USA, Inc., The DII Group, Inc., the lenders named in
             Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for
             the lenders, Fleet National Bank, as documentation agent, Bank of
             America, National Association and Citicorp USA, Inc. as managing
             agents, and The Bank of Nova Scotia as co-agent. Certain schedules
             have been omitted. The Registrant agrees to furnish supplementally
             a copy of any omitted schedule to the Commission upon request.
             (Incorporated by reference to Exhibit 10.27 of the Registrant's
             Annual Report on Form 10-K for the fiscal year ended March 31,
             2000.)

    4.9      U.S. Dollar Indenture dated June 29, 2000 between Registrant and
             Chase Manhattan Bank and Trust Company, N.A., as trustee.
             (Incorporated by reference to Exhibit 4.1 of the Registrant's
             Annual Report on Form 10-K for fiscal year ended March 31, 2000.)

    4.10     Euro Indenture dated June 29, 2000 between the Registrant and Chase
             Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated
             by reference to Exhibit 4.2 of the Registrant's Annual Report on
             Form 10-K for fiscal year ended March 31, 2000.)

    5.1      Opinion of Allen & Gledhill with respect to the ordinary shares
             being registered.

   23.1      Consent of Arthur Andersen LLP, Independent Accountants.

   23.2      Consent of Deloitte & Touche LLP, Independent Auditors.

   23.3      Consent of Allen & Gledhill (included in Exhibit 5.1).
</TABLE>


<PAGE>   4


<TABLE>
<S>          <C>
   24.1      Power of Attorney (included in the signature page of this
             Registration Statement).
</TABLE>


<PAGE>   5


       REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

        This registration statement on Form S-8 registers an aggregate of
10,800,000 additional shares of common stock automatically reserved for issuance
upon exercise of stock options granted under the Registrant's 1993 Share Option
Plan and 1997 Employee Stock Purchase Plan, pursuant to the terms of each such
plan. This registration statement on Form S-8 hereby incorporates by reference
the contents of the Registrant's registration statement on Form S-8
(Registration No. 333-95189) filed with the Securities and Exchange Commission
on January 21, 2000.

                                   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 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 February 16,
2001.

                                         FLEXTRONICS INTERNATIONAL LTD.

                                         By: /s/ Michael E. Marks
                                            ------------------------------------
                                            Michael E. Marks
                                            Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

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

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


<TABLE>
<CAPTION>
Signature                                          Title                            Date
---------                                          -----                            ----
<S>                               <C>                                        <C>
/s/ Michael E. Marks              Chairman of the Board, and Chief           February 16, 2001
----------------------------      Executive Officer (principal executive
Michael E. Marks                  officer)


/s/ Robert R.B. Dykes             President, Systems Group and Chief         February 16, 2001
---------------------------       Financial Officer (principal financial
Robert R.B. Dykes                 and account officer)


/s/ Tsui Sung Lam                 Director                                   February 16, 2001
---------------------------
Tsui Sung Lam


                                  Director                                   February 16, 2001
---------------------------
Michael J. Moritz


/s/ Richard L. Sharp              Director                                   February 16, 2001
---------------------------
Richard L. Sharp


                                  Director                                   February 16, 2001
---------------------------
Patrick Foley


/s/ Alain Ahkong                  Director                                   February 16, 2001
---------------------------
Alain Ahkong
</TABLE>


<PAGE>   6


<TABLE>
<S>                               <C>                                        <C>
                                  Director                                   February 16, 2001
---------------------------
Tommy Goh
</TABLE>


<PAGE>   7


                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT
NUMBER       DESCRIPTION OF DOCUMENT
-------      -----------------------
<S>          <C>
   4.2       Registrant's 1993 Share Option Plan.

   5.1       Opinion of Allen & Gledhill with respect to the ordinary shares
             being registered.

  23.1       Consent of Arthur Andersen LLP, Independent Accountants.

  23.2       Consent of Deloitte & Touche LLP, Independent Auditors.

  23.3       Consent of Allen & Gledhill (included in Exhibit 5.1).

  24.1       Power of Attorney (included in the signature page of this
             Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f68666ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15612}]
{"company-data": {"conformed-name": "FLEXTRONICS INTERNATIONAL LTD", "cik": "0000866374", "assigned-sic": "3672", "irs-number": "000000000", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55850", "film-number": "1549475"}, "business-address": {"street1": "11 UBI ROAD 1", "street2": "#07 01 02 MEIBAN INDUSTRIAL BLDG", "city": "SINGAPORE 408723", "state": "U0", "phone": "0654495255"}, "former-company": {"former-conformed-name": "FLEX HOLDINGS PTE LTD", "date-changed": "19940201"}}
1

   As filed with the Securities and Exchange Commission on February 16, 2001
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                         FLEXTRONICS INTERNATIONAL LTD.
             (Exact Name of Registrant as Specified in its Charter)

          SINGAPORE                                    NOT APPLICABLE
 (State or other jurisdiction                         (I.R.S. Employer
      of Incorporation)                              Identification No.)

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

                         FLEXTRONICS INTERNATIONAL LTD.
                            11 UBI ROAD 1, #07-01/02
                           MEIBAN INDUSTRIAL BUILDING
                                SINGAPORE 408723
                                  (65) 844-3366
                    (Address of Principal Executive Offices)

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

                         Flextronics International Ltd.
                             1993 Share Option Plan
                        1997 Employee Share Purchase Plan
                           (Full Titles of the Plans)

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

                                MICHAEL E. MARKS
                             CHIEF EXECUTIVE OFFICER
                         FLEXTRONICS INTERNATIONAL LTD.
                            11 UBI ROAD 1, #07-01/02
                           MEIBAN INDUSTRIAL BUILDING
                                SINGAPORE 408723
                                  (65) 844-3366

            (Name, Address, including zip code, and Telephone Number,
                   including area code, of Agent for Service)

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

                                   COPIES TO:
                             DAVID K. MICHAELS, ESQ.
                             ANDREW H. FELLER, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                               PALO ALTO, CA 94306
                                 (650) 494-0600

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

                         CALCULATION OF REGISTRATION FEE
====================== =============== ===================== =================== ===============
 TITLE OF EACH CLASS    AMOUNT TO BE     PROPOSED MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF
 OF SECURITIES TO BE     REGISTERED       OFFERING PRICE         AGGREGATE        REGISTRATION
      REGISTERED             (1)             PER SHARE        OFFERING PRICE (4)       FEE
--------------------   -------------- ---------------------- ------------------- ---------------
Ordinary Shares,
par value S$.01         10,000,000 (2)      $32.75 (3)           $327,500,000       $81,875.00
1993 Share Option
Plan................
--------------------    -------------- ---------------------- ------------------- ---------------
Ordinary Shares,           800,000 (2)      $32.75 (3)            $26,200,000        $6,550.00
par value S$.01
1997 Employee Share
Purchase Plan
--------------------    -------------- ---------------------- ------------------- ---------------
Total                   10,800,000              --               $353,700,000       $88,425.00
====================    ============== ====================== =================== ===============
(1) Reflects the Registrant's two-for-one stock split of its Ordinary Shares
effected by a one-for-one bonus issue (the Singapore equivalent of a stock
dividend) payable on October 16, 2000.

(2) Represents 10,000,000 additional shares available for issuance under the
Flextronics International Ltd. 1993 Share Option Plan and 800,000 additional
shares available for issuance under the Flextronics International Ltd. 1997
Employee Share Purchase Plan. With regard to the Shares available for issuance
under the 1993 Share Option Plan, pursuant to Rule 429 promulgated under the
Securities Act
2

of 1933, as amended (the "Securities Act"), the prospectuses relating to this
Registration Statement also relate to the shares registered under Form S-8
Registration Statement Nos. 333-95189, 33-99924, 333-42255 and 333-71049. A
total of 40,800,000 shares issuable under the 1993 Share Option Plan has
previously been registered under the Securities Act. With regard to the Shares
issuable pursuant to the 1997 Employee Share Purchase Plan, pursuant to Rule 429
promulgated under the Securities Act, the prospectus relating to this
Registration Statement also relates to the shares registered under Form S-8
Registration Statement Nos. 333-95189 and 333-42255. A total of 1,600,000 shares
issuable under the 1997 Employee Share Purchase Plan have previously been
registered under the Securities Act.

(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low prices per Ordinary Share of Flextronics International Ltd. on February 9,
2001 as reported by the Nasdaq National Market.
3

Item 8: Exhibits
EXHIBIT
NUMBER       DESCRIPTION OF DOCUMENT
-------      -----------------------
4.1      Memorandum and New Articles of Association of the Registrant.
             (Incorporated by reference to Exhibit 3.01 of the Registrant's
             Quarterly Report on Form 10-Q for the quarter ended December 31,
             2000.)

    4.2      Registrant's 1993 Share Option Plan.

    4.3      Registrant's 1997 Employee Share Purchase Plan. (Incorporated by
             reference to Exhibit 4.3 of the Registrant's Current Report on Form
             8-K for the event reported on January 21, 2000.)

    4.4      Indenture dated as of October 15, 1997 between the Registrant and
             State Street Bank and Trust Company of California, N.A., as
             trustee. (Incorporated by reference to Exhibit 10.1 of the
             Registrant's Current Report on Form 8-K for the event reported on
             October 15, 1997.)

    4.5      Revolving Credit and Term Loan Agreement dated as of March 27, 1997
             among the Registrant, The First National Bank of Boston, as Agent,
             and the other lending institutions listed on Schedule 1 attached
             thereto. The Registrant agrees to furnish a copy of the omitted
             schedule to the Commission upon request. (Incorporated by reference
             to Exhibit 5(a) of the Registrant's Current Report on Form 8-K for
             the event reported on March 27, 1997.)

    4.6      Revolving Credit Agreement dated as of March 27, 1997 among
             Flextronics International USA, Inc., The First National Bank of
             Boston, as Agent, and the other lending institutions listed on
             Schedule 1 attached thereto. The Registrant agrees to furnish a
             copy of the omitted schedule to the Commission upon request.
             (Incorporated by reference to Exhibit 5(b) of the Registrant's
             Current Report on Form 8-K for the event reported on March 27,
             1997.)

    4.7      Credit Agreement dated April 3, 2000 among the Registrant, and its
             subsidiaries designated under the Credit Agreement as borrowers
             from time to time, the lenders named in Schedule I to the Credit
             Agreement, ABN AMRO Bank N.V. as agent for the lenders, Fleet
             National Bank as documentation agent, Bank of America, National
             Association and Citicorp USA, Inc. as managing agents, and The Bank
             of Nova Scotia as co-agent. Certain schedules have been omitted.
             The Registrant agrees to furnish supplementally a copy of any
             omitted schedule to the Commission upon request. (Incorporated by
             reference to Exhibit 10.26 of the Registrant's Annual Report on
             Form 10-K for the fiscal year ended March 31, 2000.)

    4.8      Credit Agreement dated as of April 3, 2000 among Flextronics
             International USA, Inc., The DII Group, Inc., the lenders named in
             Schedule I to the Credit Agreement, ABN AMRO Bank N.V. as agent for
             the lenders, Fleet National Bank, as documentation agent, Bank of
             America, National Association and Citicorp USA, Inc. as managing
             agents, and The Bank of Nova Scotia as co-agent. Certain schedules
             have been omitted. The Registrant agrees to furnish supplementally
             a copy of any omitted schedule to the Commission upon request.
             (Incorporated by reference to Exhibit 10.27 of the Registrant's
             Annual Report on Form 10-K for the fiscal year ended March 31,
             2000.)

    4.9      U.S. Dollar Indenture dated June 29, 2000 between Registrant and
             Chase Manhattan Bank and Trust Company, N.A., as trustee.
             (Incorporated by reference to Exhibit 4.1 of the Registrant's
             Annual Report on Form 10-K for fiscal year ended March 31, 2000.)

    4.10     Euro Indenture dated June 29, 2000 between the Registrant and Chase
             Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated
             by reference to Exhibit 4.2 of the Registrant's Annual Report on
             Form 10-K for fiscal year ended March 31, 2000.)

    5.1      Opinion of Allen & Gledhill with respect to the ordinary shares
             being registered.

   23.1      Consent of Arthur Andersen LLP, Independent Accountants.

   23.2      Consent of Deloitte & Touche LLP, Independent Auditors.

   23.3      Consent of Allen & Gledhill (included in Exhibit 5.1).
4
24.1      Power of Attorney (included in the signature page of this
             Registration Statement).
5

       REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

        This registration statement on Form S-8 registers an aggregate of
10,800,000 additional shares of common stock automatically reserved for issuance
upon exercise of stock options granted under the Registrant's 1993 Share Option
Plan and 1997 Employee Stock Purchase Plan, pursuant to the terms of each such
plan. This registration statement on Form S-8 hereby incorporates by reference
the contents of the Registrant's registration statement on Form S-8
(Registration No. 333-95189) filed with the Securities and Exchange Commission
on January 21, 2000.

                                   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 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 February 16,
2001.

                                         FLEXTRONICS INTERNATIONAL LTD.

                                         By: /s/ Michael E. Marks
                                            ------------------------------------
                                            Michael E. Marks
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

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

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                          Title                            Date
---------                                          -----                            ----
/s/ Michael E. Marks              Chairman of the Board, and Chief           February 16, 2001
----------------------------      Executive Officer (principal executive
Michael E. Marks                  officer)

/s/ Robert R.B. Dykes             President, Systems Group and Chief         February 16, 2001
---------------------------       Financial Officer (principal financial
Robert R.B. Dykes                 and account officer)

/s/ Tsui Sung Lam                 Director                                   February 16, 2001
---------------------------
Tsui Sung Lam

                                  Director                                   February 16, 2001
---------------------------
Michael J. Moritz

/s/ Richard L. Sharp              Director                                   February 16, 2001
---------------------------
Richard L. Sharp

                                  Director                                   February 16, 2001
---------------------------
Patrick Foley

/s/ Alain Ahkong                  Director                                   February 16, 2001
---------------------------
Alain Ahkong
6
Director                                   February 16, 2001
---------------------------
Tommy Goh
7

                                  EXHIBIT INDEX
EXHIBIT
NUMBER       DESCRIPTION OF DOCUMENT
-------      -----------------------
4.2       Registrant's 1993 Share Option Plan.

   5.1       Opinion of Allen & Gledhill with respect to the ordinary shares
             being registered.

  23.1       Consent of Arthur Andersen LLP, Independent Accountants.

  23.2       Consent of Deloitte & Touche LLP, Independent Auditors.

  23.3       Consent of Allen & Gledhill (included in Exhibit 5.1).

  24.1       Power of Attorney (included in the signature page of this
             Registration Statement).