<PAGE>   1

           As filed with the Securities and Exchange Commission on June 29, 2001
                                               Registration No. 333-____________
================================================================================

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

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

                                 SELECTICA, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                              77-0432030
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

                              3 WEST PLUMERIA DRIVE
                         SAN JOSE, CALIFORNIA 95134-2111
               (Address of principal executive offices) (Zip Code)
                               -------------------

                                 SELECTICA, INC.
                                 1996 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             2001 SUPPLEMENTAL PLAN
                            (Full title of the Plans)
                               -------------------

                                 STEPHEN BENNION
                             CHIEF FINANCIAL OFFICER
                                 SELECTICA, INC.
                              3 WEST PLUMERIA DRIVE
                             SAN JOSE, CA 95134-2111
                     (Name and address of agent for service)
                                 (408) 570-9700
          (Telephone number, including area code, of agent for service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
                                                                                     PROPOSED
                                                                     PROPOSED        MAXIMUM
                                                                     MAXIMUM        AGGREGATE        AMOUNT OF
                                                AMOUNT TO BE      OFFERING PRICE     OFFERING       REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED         REGISTERED(1)       PER SHARE(2)      PRICE(2)          FEE
----------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>              <C>              <C>
Options and Rights to purchase Common Stock       5,245,543             N/A             N/A              N/A
Common Stock (par value $0.0001)              5,245,543 shares        $4.175       $21,900,142.00     $5,475.04

================================================================================================================
</TABLE>

        (1)     This Registration Statement shall also cover any additional
                shares of Common Stock which become issuable under the 1996
                Stock Plan, 1999 Employee Stock Purchase Plan, and 2001
                Supplemental Plan by reason of any stock dividend, stock split,
                recapitalization or other similar transaction effected without
                the receipt of consideration which results in an increase in the
                number of the outstanding shares of Common Stock of Selectica,
                Inc.

        (2)     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 price per share of Common
                Stock of Selectica, Inc. as reported on the Nasdaq National
                Market on June 27, 2001.



<PAGE>   2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Selectica, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 31, 2001;

        (b)     The description of the Registrant's outstanding Common Stock
                contained in the Registrant's Registration Statement No.
                000-29637 on Form 8-A filed with the SEC on February 22, 2000,
                pursuant to Section 12 of the 1934 Act, including any amendment
                or report filed for the purpose of updating such description.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a 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

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of its other employees and other agents
to the maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

Item 7. Exemption from Registration Claimed

        Not Applicable.



                                      II-1
<PAGE>   3

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
       4            Instrument Defining Rights of Stockholders.  Reference is made to
                    Registrant's Registration Statement No. 000-29637 on Form 8-A, which is
                    incorporated herein by reference pursuant to Item 3(b) of this
                    Registration Statement.

       5            Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

      23.1          Consent of Ernst & Young LLP, Independent Auditors.

      23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
                    is contained in Exhibit 5.

       24           Power of Attorney. Reference is made to page II-3 of this Registration
                    Statement.
</TABLE>


Item 8. 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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) 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; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (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 Registrant's 1996 Stock Plan, 1999 Employee Stock Purchase
Plan, and 2001 Supplemental Plan.

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.

        C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.



                                      II-2
<PAGE>   4

                                   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 Jose, State of California on this 29th day
of June, 2001.

                                      SELECTICA, INC.


                                      By: /s/ Rajen Jaswa
                                          --------------------------------------
                                          Rajen Jaswa
                                          Chairman of the Board, Chief Executive
                                          Officer and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                That the undersigned officers and directors of Selectica, Inc.,
a Delaware corporation, do hereby constitute and appoint Rajen Jaswa and Stephen
Bennion, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

                IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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

<TABLE>
<CAPTION>
           Signature                              Title                           Date
           ---------                              -----                           ----
<S>                                 <C>                                        <C>
                                    President, Chief Executive Officer
                                    and Chairman of the Board
        /s/ Rajen Jaswa             (Principal Executive Officer)              June 29, 2001
---------------------------------
          Rajen Jaswa

                                    Chief Financial Officer, Executive
                                    Vice President of Finance, and
                                    Secretary of the Board (Principal
      /s/ Stephen Bennion           Financial and Accounting Officer)          June 29, 2001
---------------------------------
        Stephen Bennion
</TABLE>



                                      II-3
<PAGE>   5

<TABLE>
<CAPTION>
           Signature                              Title                           Date
           ---------                              -----                           ----
<S>                                 <C>                                        <C>
                                                Director                       June 29, 2001
       /s/ Sanjay Mittal
---------------------------------
       Dr. Sanjay Mittal


        /s/ John Fisher                         Director                       June 29, 2001
---------------------------------
          John Fisher


       /s/ Michael Lyons                        Director                       June 29, 2001
---------------------------------
         Michael Lyons


     /s/ Thomas Neustaetter                     Director                       June 29, 2001
---------------------------------
       Thomas Neustaetter
</TABLE>



                                      II-4
<PAGE>   6

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
       4            Instrument Defining Rights of Stockholders.  Reference is made to
                    Registrant's Registration Statement No. 000-29637 on Form 8-A, which is
                    incorporated herein by reference pursuant to Item 3(b) of this
                    Registration Statement.

       5            Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

      23.1          Consent of Ernst & Young LLP, Independent Auditors.

      23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
                    is contained in Exhibit 5.

       24           Power of Attorney. Reference is made to page II-3 of this Registration
                    Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f73819s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17794}]
{"company-data": {"conformed-name": "SELECTICA INC", "cik": "0001090908", "assigned-sic": "7372", "irs-number": "77042030", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64246", "film-number": "1672705"}, "business-address": {"street1": "2890 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}, "mail-address": {"street1": "2890 ZANKER ROAD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1

           As filed with the Securities and Exchange Commission on June 29, 2001
                                               Registration No. 333-____________
================================================================================

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

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

                                 SELECTICA, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                              77-0432030
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

                              3 WEST PLUMERIA DRIVE
                         SAN JOSE, CALIFORNIA 95134-2111
               (Address of principal executive offices) (Zip Code)
                               -------------------

                                 SELECTICA, INC.
                                 1996 STOCK PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             2001 SUPPLEMENTAL PLAN
                            (Full title of the Plans)
                               -------------------

                                 STEPHEN BENNION
                             CHIEF FINANCIAL OFFICER
                                 SELECTICA, INC.
                              3 WEST PLUMERIA DRIVE
                             SAN JOSE, CA 95134-2111
                     (Name and address of agent for service)
                                 (408) 570-9700
          (Telephone number, including area code, of agent for service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                                                     PROPOSED
                                                                     PROPOSED        MAXIMUM
                                                                     MAXIMUM        AGGREGATE        AMOUNT OF
                                                AMOUNT TO BE      OFFERING PRICE     OFFERING       REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED         REGISTERED(1)       PER SHARE(2)      PRICE(2)          FEE
----------------------------------------------------------------------------------------------------------------
Options and Rights to purchase Common Stock       5,245,543             N/A             N/A              N/A
Common Stock (par value $0.0001)              5,245,543 shares        $4.175       $21,900,142.00     $5,475.04

================================================================================================================
(1)     This Registration Statement shall also cover any additional
                shares of Common Stock which become issuable under the 1996
                Stock Plan, 1999 Employee Stock Purchase Plan, and 2001
                Supplemental Plan by reason of any stock dividend, stock split,
                recapitalization or other similar transaction effected without
                the receipt of consideration which results in an increase in the
                number of the outstanding shares of Common Stock of Selectica,
                Inc.

        (2)     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 price per share of Common
                Stock of Selectica, Inc. as reported on the Nasdaq National
                Market on June 27, 2001.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Selectica, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 31, 2001;

        (b)     The description of the Registrant's outstanding Common Stock
                contained in the Registrant's Registration Statement No.
                000-29637 on Form 8-A filed with the SEC on February 22, 2000,
                pursuant to Section 12 of the 1934 Act, including any amendment
                or report filed for the purpose of updating such description.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a 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

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of its other employees and other agents
to the maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

Item 7. Exemption from Registration Claimed

        Not Applicable.

                                      II-1
3

Item 8. Exhibits
Exhibit Number      Exhibit
--------------      -------
4            Instrument Defining Rights of Stockholders.  Reference is made to
                    Registrant's Registration Statement No. 000-29637 on Form 8-A, which is
                    incorporated herein by reference pursuant to Item 3(b) of this
                    Registration Statement.

       5            Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

      23.1          Consent of Ernst & Young LLP, Independent Auditors.

      23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
                    is contained in Exhibit 5.

       24           Power of Attorney. Reference is made to page II-3 of this Registration
                    Statement.
Item 8. 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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) 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; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (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 Registrant's 1996 Stock Plan, 1999 Employee Stock Purchase
Plan, and 2001 Supplemental Plan.

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.

        C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-2
4

                                   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 Jose, State of California on this 29th day
of June, 2001.

                                      SELECTICA, INC.

                                      By: /s/ Rajen Jaswa
                                          --------------------------------------
                                          Rajen Jaswa
                                          Chairman of the Board, Chief Executive
                                          Officer and President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                That the undersigned officers and directors of Selectica, Inc.,
a Delaware corporation, do hereby constitute and appoint Rajen Jaswa and Stephen
Bennion, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

                IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                              Title                           Date
           ---------                              -----                           ----
President, Chief Executive Officer
                                    and Chairman of the Board
        /s/ Rajen Jaswa             (Principal Executive Officer)              June 29, 2001
---------------------------------
          Rajen Jaswa

                                    Chief Financial Officer, Executive
                                    Vice President of Finance, and
                                    Secretary of the Board (Principal
      /s/ Stephen Bennion           Financial and Accounting Officer)          June 29, 2001
---------------------------------
        Stephen Bennion
II-3
5
Signature                              Title                           Date
           ---------                              -----                           ----
Director                       June 29, 2001
       /s/ Sanjay Mittal
---------------------------------
       Dr. Sanjay Mittal

        /s/ John Fisher                         Director                       June 29, 2001
---------------------------------
          John Fisher

       /s/ Michael Lyons                        Director                       June 29, 2001
---------------------------------
         Michael Lyons

     /s/ Thomas Neustaetter                     Director                       June 29, 2001
---------------------------------
       Thomas Neustaetter
II-4
6

                                  EXHIBIT INDEX
Exhibit Number      Exhibit
--------------      -------
4            Instrument Defining Rights of Stockholders.  Reference is made to
                    Registrant's Registration Statement No. 000-29637 on Form 8-A, which is
                    incorporated herein by reference pursuant to Item 3(b) of this
                    Registration Statement.

       5            Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

      23.1          Consent of Ernst & Young LLP, Independent Auditors.

      23.2          Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
                    is contained in Exhibit 5.

       24           Power of Attorney. Reference is made to page II-3 of this Registration
                    Statement.