<PAGE>   1

    As filed with the Securities and Exchange Commission on August ___, 1999

                                               Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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


                      BROCADE COMMUNICATIONS SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                     77-0409517
----------------------------            --------------------------------------
  (State of Incorporation)              (I.R.S. Employer Identification Number)

                             1901 Guadalupe Parkway
                           San Jose, California 95131
                    (Address of Principal Executive Offices)

                                   ----------

                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            1999 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                                   ----------

                                 Michael J. Byrd
                             Chief Financial Officer
                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                             1901 Guadalupe Parkway
                           San Jose, California 95131
                     (Name and address of agent for service)
                                 (408) 487-8000
          (Telephone number, including area code, of agent for service)

                                   ----------

                                    Copy to:
                                John T. Sheridan
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                           Palo Alto, California 94304
                            Telephone: (650) 493-9300


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                    AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM
           TITLE SECURITIES TO                      TO BE              OFFERING PRICE       AGGREGATE OFFERING       AMOUNT OF
              BE REGISTERED                       REGISTERED            PER SHARE (1)             PRICE           REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                       <C>               <C>                      <C>
Common Stock available for issuance under
  the 1999 Equity Incentive Plan(1)                2,537,530                  $ 3.22           $ 8,170,846.60           $2,271.50
Common Stock  to be issued under the 1999
  Equity Incentive Plan(2)                           366,080                 $103.22           $37,786,778.00          $10,504.72
Common Stock to be issued under the 1999
  Employee Stock Purchase Plan                       200,000                 $103.22           $20,644,000.00           $5,739.03
Common Stock to be issued under the 1999
  Director Option Plan                               200,000                 $103.22           $20,644,000.00           $5,739.03

                                    TOTAL:                                                     $87,245,624.60          $24,254.28
</TABLE>

----------
(1)  Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, solely for the purpose of calculating the amount
     of the registration fee based on the weighted average exercise price per
     share covering authorized but unissued shares under the 1999 Equity
     Incentive Plan.

(2)  Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, solely for the purpose of calculating the amount
     of the registration fee based on the average of the high and low prices per
     share of the Common Stock as reported on the Nasdaq National Market on
     August 10, 1999.

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



<PAGE>   2

                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         1. The Company's Prospectus filed May 25, 1999 pursuant to Rule
424(B)(1) of the Securities Act of 1933, as amended (the "Securities Act")
relating to the Company's initial public offering of its Common Stock.

         2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 19, 1999, filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any further amendment or report filed hereafter for the purpose of
updating such description.

         All documents filed by the Company 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.

         Larry W. Sonsini, a director of the Registrant, is a member of Wilson
Sonsini Goodrich & Rosati, which has given an opinion upon the validity of the
securities being registered by this Registration Statement.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his




                                      II-1
<PAGE>   3

conduct was unlawful". With respect to derivative actions, Section 145(b) of the
DGCL provides in relevant part that "[a] corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor...[by reason of his service in one of the
capacities specified in the preceding sentence] against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."

         The Company's Restated Certificate of Incorporation provides that to
the fullest extent permitted by the DGCL, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

         The Company's Bylaws provide that the Company shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent permitted by Delaware law, against expenses actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was an agent of the Company.

         The Company 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.

         The Company carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

<TABLE>
<CAPTION>
    EXHIBIT
     NUMBER                           DESCRIPTION
    -------                           -----------
<S>               <C>
      4.1         1999 Equity Incentive Plan
      4.2         1999 Employee Stock Purchase Plan
      4.3         1999 Director Option Plan
      5.1         Opinion of counsel as to legality of securities being
                  registered
      23.1        Consent of Independent Public Accountants
      23.2        Consent of counsel (contained in Exhibit 5.1)
      24.1        Power of Attorney (see page II-5)
</TABLE>



                                      II-2
<PAGE>   4

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 the registration statement or any material change to such
information in the registration statement.

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

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of 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>   5


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 August 11, 1999.


                                   BROCADE COMMUNICATIONS SYSTEMS, INC.



                                   By:    /s/ Michael J. Byrd
                                      ----------------------------------------
                                      Michael J. Byrd, Chief Financial Officer



                                      II-4
<PAGE>   6


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory L. Reyes and Michael J. Byrd, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on August 11, 1999 by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
                       SIGNATURE                               TITLE
                       ---------                               -----
<S>                                              <C>
/s/ GREGORY L. REYES
-----------------------------                    Director, President and Chief Executive Officer
Gregory L. Reyes                                 (Principal Executive Officer)


/s/ MICHAEL J. BYRD
-----------------------------                    Chief Financial Officer (Principal Financial
Michael J. Byrd                                  and Accounting Officer)


/s/ SETH NEIMAN
-----------------------------                    Chairman of the Board
Seth Neiman


/s/ NEAL DEMPSEY
-----------------------------                    Director
Neal Dempsey

/s/ MARK LESLIE
-----------------------------                    Director
Mark Leslie

/s/ LARRY W. SONSINI
-----------------------------
Larry W. Sonsini                                 Director
</TABLE>




                                      II-5
<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
    EXHIBIT
     NUMBER                         DESCRIPTION
    -------                         ------------
<S>               <C>
      4.1         1999 Equity Incentive Plan
      4.2         1999 Employee Stock Purchase Plan
      4.3         1999 Director Option Plan
      5.1         Opinion of counsel as to legality of securities being registered
      23.1        Consent of Independent Public Accountants
      23.2        Consent of counsel (contained in Exhibit 5.1)
      24.1        Power of Attorney (see page II-5)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17411}]
{"company-data": {"conformed-name": "BROCADE COMMUNICATIONS SYSTEMS INC", "cik": "0001009626", "assigned-sic": "7372", "irs-number": "770409517"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85187", "film-number": "99688986"}, "business-address": {"street1": "1901 GUADALUPE PARKWAY", "street2": "SUITE E", "city": "SAN JOSE", "state": "CA", "zip": "95131"}, "mail-address": {"street1": "1901 GUADALUPE PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95131"}}
1

    As filed with the Securities and Exchange Commission on August ___, 1999

                                               Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                      BROCADE COMMUNICATIONS SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                     77-0409517
----------------------------            --------------------------------------
  (State of Incorporation)              (I.R.S. Employer Identification Number)

                             1901 Guadalupe Parkway
                           San Jose, California 95131
                    (Address of Principal Executive Offices)

                                   ----------

                           1999 EQUITY INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            1999 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                                   ----------

                                 Michael J. Byrd
                             Chief Financial Officer
                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                             1901 Guadalupe Parkway
                           San Jose, California 95131
                     (Name and address of agent for service)
                                 (408) 487-8000
          (Telephone number, including area code, of agent for service)

                                   ----------

                                    Copy to:
                                John T. Sheridan
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                           Palo Alto, California 94304
                            Telephone: (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                    AMOUNT            PROPOSED MAXIMUM       PROPOSED MAXIMUM
           TITLE SECURITIES TO                      TO BE              OFFERING PRICE       AGGREGATE OFFERING       AMOUNT OF
              BE REGISTERED                       REGISTERED            PER SHARE (1)             PRICE           REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock available for issuance under
  the 1999 Equity Incentive Plan(1)                2,537,530                  $ 3.22           $ 8,170,846.60           $2,271.50
Common Stock  to be issued under the 1999
  Equity Incentive Plan(2)                           366,080                 $103.22           $37,786,778.00          $10,504.72
Common Stock to be issued under the 1999
  Employee Stock Purchase Plan                       200,000                 $103.22           $20,644,000.00           $5,739.03
Common Stock to be issued under the 1999
  Director Option Plan                               200,000                 $103.22           $20,644,000.00           $5,739.03

                                    TOTAL:                                                     $87,245,624.60          $24,254.28
----------
(1)  Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, solely for the purpose of calculating the amount
     of the registration fee based on the weighted average exercise price per
     share covering authorized but unissued shares under the 1999 Equity
     Incentive Plan.

(2)  Estimated in accordance with Rule 457(h) promulgated under the Securities
     Act of 1933, as amended, solely for the purpose of calculating the amount
     of the registration fee based on the average of the high and low prices per
     share of the Common Stock as reported on the Nasdaq National Market on
     August 10, 1999.

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

                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:

         1. The Company's Prospectus filed May 25, 1999 pursuant to Rule
424(B)(1) of the Securities Act of 1933, as amended (the "Securities Act")
relating to the Company's initial public offering of its Common Stock.

         2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 19, 1999, filed
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any further amendment or report filed hereafter for the purpose of
updating such description.

         All documents filed by the Company 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.

         Larry W. Sonsini, a director of the Registrant, is a member of Wilson
Sonsini Goodrich & Rosati, which has given an opinion upon the validity of the
securities being registered by this Registration Statement.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his

                                      II-1
3

conduct was unlawful". With respect to derivative actions, Section 145(b) of the
DGCL provides in relevant part that "[a] corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor...[by reason of his service in one of the
capacities specified in the preceding sentence] against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."

         The Company's Restated Certificate of Incorporation provides that to
the fullest extent permitted by the DGCL, no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director. The Restated Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal whether asserted
before or after such amendment or repeal.

         The Company's Bylaws provide that the Company shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent permitted by Delaware law, against expenses actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was an agent of the Company.

         The Company 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.

         The Company carries officer and director liability insurance with
respect to certain matters, including matters arising under the Securities Act.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.
EXHIBIT
     NUMBER                           DESCRIPTION
    -------                           -----------
4.1         1999 Equity Incentive Plan
      4.2         1999 Employee Stock Purchase Plan
      4.3         1999 Director Option Plan
      5.1         Opinion of counsel as to legality of securities being
                  registered
      23.1        Consent of Independent Public Accountants
      23.2        Consent of counsel (contained in Exhibit 5.1)
      24.1        Power of Attorney (see page II-5)
II-2
4

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 the registration statement or any material change to such
information in the registration statement.

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

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of 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
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 August 11, 1999.

                                   BROCADE COMMUNICATIONS SYSTEMS, INC.

                                   By:    /s/ Michael J. Byrd
                                      ----------------------------------------
                                      Michael J. Byrd, Chief Financial Officer

                                      II-4
6

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory L. Reyes and Michael J. Byrd, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on August 11, 1999 by the following persons in the
capacities indicated.
SIGNATURE                               TITLE
                       ---------                               -----
/s/ GREGORY L. REYES
-----------------------------                    Director, President and Chief Executive Officer
Gregory L. Reyes                                 (Principal Executive Officer)

/s/ MICHAEL J. BYRD
-----------------------------                    Chief Financial Officer (Principal Financial
Michael J. Byrd                                  and Accounting Officer)

/s/ SETH NEIMAN
-----------------------------                    Chairman of the Board
Seth Neiman

/s/ NEAL DEMPSEY
-----------------------------                    Director
Neal Dempsey

/s/ MARK LESLIE
-----------------------------                    Director
Mark Leslie

/s/ LARRY W. SONSINI
-----------------------------
Larry W. Sonsini                                 Director
II-5
7

                                INDEX TO EXHIBITS
EXHIBIT
     NUMBER                         DESCRIPTION
    -------                         ------------
4.1         1999 Equity Incentive Plan
      4.2         1999 Employee Stock Purchase Plan
      4.3         1999 Director Option Plan
      5.1         Opinion of counsel as to legality of securities being registered
      23.1        Consent of Independent Public Accountants
      23.2        Consent of counsel (contained in Exhibit 5.1)
      24.1        Power of Attorney (see page II-5)