<PAGE>   1

       As filed with the Securities and Exchange Commission on November 30, 1999
                                                     Registration No. 333-_____
================================================================================

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

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

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

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

                              VIGNETTE CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                    <C>                                  <C>
            DELAWARE                                7372                        74-2769415
  (State or other jurisdiction         (Primary Standard Industrial           (IRS Employer
of incorporation or organization)       Classification Code Number)         Identification No.)
</TABLE>

                           901 SOUTH MOPAC EXPRESSWAY
                               AUSTIN, TEXAS 78746
                                 (512) 306-4300
               (Address of principal executive offices) (Zip Code)

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

            VIGNETTE CORPORATION 1999 SUPPLEMENTAL STOCK OPTION PLAN
                            (Full title of the Plan)
                               -------------------

                                GREGORY A. PETERS
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                              VIGNETTE CORPORATION
                           901 SOUTH MOPAC EXPRESSWAY
                               AUSTIN, TEXAS 78746
                     (Name and address of agent for service)
                                 (512) 306-4300
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>

 Title of                                Proposed Maximum      Proposed Maximum
Securities              Amount              Offering              Aggregate          Amount of
  to be                 to be                Price                Offering         Registration
Registered            Registered (1)        per Share             Price (2)            Fee
----------            ----------            ---------             -----                ---
<S>                   <C>                    <C>                 <C>                <C>
1999 Supplemental
Stock Option Plan
Options               4,000,000 shares       N/A                 N/A                N/A
Common Stock          4,000,000 shares       $170.87             $683,480,000       $180,438.72
(par value $.01)
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1999 Supplemental Stock Option
     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 Vignette Corporation.

(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 high and
     low prices per share of Common Stock of Vignette Corporation on November
     22, 1999.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Vignette Corporation (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 prospectus filed with the SEC pursuant to Rule 424(b)
          of the Securities Act of 1933, as amended (the "1933 Act"), in
          connection with the Registration Statement No. 333-68345 on Form S-1
          filed with the SEC on December 3, 1998, together with any and all
          amendments thereto, in which there is set forth audited consolidated
          financial statements for the Registrant's fiscal years ended December
          31, 1997 and 1998; and

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended March 31, June 30 and September 30, 1999; and

     (c)  The Registrant's Report on Form 8K filed July 11, 1999, and Form 8K/A
          filed September 15, 1999; and

     (d)  The Registrant's Registration Statement No. 000-25375 on Form 8-A
          filed with the SEC on February 11, 1999, together with all amendments
          thereto, pursuant to Section 12 of the Securities Exchange Act of
          1934, as amended (the "34 Act") in which there is described the terms,
          rights and provisions applicable to the Registrant's outstanding
          Common Stock.

     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. Article VII,
Section 6, of the Registrant's Bylaws provides for mandatory indemnification of
its directors and officers and permissible indemnification of 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,

                                      II-1

<PAGE>   3

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.

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. 000-25375 on Form 8-A,
                  together with all amendments thereto, which is incorporated herein by
                  reference pursuant to Item 3(d) of this Registration Statement.

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

    23.1          Consent of 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-5 of this Registration
                  Statement.

</TABLE>

Item 9. Undertakings

          A.   The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (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 1999 Supplemental Stock Option 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

                                      II-2

<PAGE>   4

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-3

<PAGE>   5

                                   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 Austin, State of Texas on this 29th day of
November 1999.


                                       VIGNETTE CORPORATION


                                       By: /s/ GREGORY A. PETERS
                                          --------------------------------------
                                          Gregory A. Peters
                                          President and Chief Executive Officer



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Vignette Corporation, a
Delaware corporation, do hereby constitute and appoint Gregory A. Peters and
Joel G. Katz, 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>
Signature                                 Title                                               Date
---------                                 -----                                               ----
<S>                                       <C>                                                 <C>

/s/ GREGORY A. PETERS
-------------------------------            President, Chief Executive Officer and Director     November 29, 1999
       Gregory A. Peters                  (Principal Executive Officer)

/s/ JOEL G. KATZ
-------------------------------
         Joel G. Katz                     Chief Financial Officer and Secretary                November 29, 1999

/s/ ROBERT E. DAVOLI
-------------------------------
       Robert E. Davoli                   Director                                             November 29, 1999

</TABLE>

<PAGE>   6

<TABLE>
Signature                                 Title                                               Date
---------                                 -----                                               ----
<S>                                      <C>                                                  <C>
/s/ STEVEN G. PAPERMASTER
------------------------------
     Steven G. Papermaster               Director                                             November 29, 1999

/s/ JOHN D. THORNTON
------------------------------
       John D. Thornton                  Director                                             November 29, 1999


------------------------------
      Joseph A. Marengi                  Director                                             -----------------

</TABLE>
<PAGE>   7


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number    Exhibit
--------------    -------
   <S>            <C>
     4            Instrument Defining Rights of Stockholders. Reference is made to
                  Registrant's Registration Statement No. 000-25375 on Form 8-A,
                  together with all amendments thereto, which is incorporated herein by
                  reference pursuant to Item 3(d) of this Registration Statement.

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

    23.1          Consent of 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-5 of this Registration
                  Statement.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17635}]
{"company-data": {"conformed-name": "VIGNETTE CORP", "cik": "0001042185", "assigned-sic": "7372", "irs-number": "742769415", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91767", "film-number": "99766430"}, "business-address": {"street1": "901 SOUTH MOPAC EXPRESSWAY", "street2": "SUITE 300", "city": "AUSTIN", "state": "TX", "zip": "78746", "phone": "5125020223"}, "mail-address": {"street1": "3401 FAR WEST BLVD", "street2": "SUITE 300", "city": "AUSTIN", "state": "TX", "zip": "78731"}}
1

       As filed with the Securities and Exchange Commission on November 30, 1999
                                                     Registration No. 333-_____
================================================================================

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

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

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

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

                              VIGNETTE CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                7372                        74-2769415
  (State or other jurisdiction         (Primary Standard Industrial           (IRS Employer
of incorporation or organization)       Classification Code Number)         Identification No.)
901 SOUTH MOPAC EXPRESSWAY
                               AUSTIN, TEXAS 78746
                                 (512) 306-4300
               (Address of principal executive offices) (Zip Code)

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

            VIGNETTE CORPORATION 1999 SUPPLEMENTAL STOCK OPTION PLAN
                            (Full title of the Plan)
                               -------------------

                                GREGORY A. PETERS
                       PRESIDENT, CHIEF EXECUTIVE OFFICER
                              VIGNETTE CORPORATION
                           901 SOUTH MOPAC EXPRESSWAY
                               AUSTIN, TEXAS 78746
                     (Name and address of agent for service)
                                 (512) 306-4300
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                                Proposed Maximum      Proposed Maximum
Securities              Amount              Offering              Aggregate          Amount of
  to be                 to be                Price                Offering         Registration
Registered            Registered (1)        per Share             Price (2)            Fee
----------            ----------            ---------             -----                ---
1999 Supplemental
Stock Option Plan
Options               4,000,000 shares       N/A                 N/A                N/A
Common Stock          4,000,000 shares       $170.87             $683,480,000       $180,438.72
(par value $.01)
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the 1999 Supplemental Stock Option
     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 Vignette Corporation.

(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 high and
     low prices per share of Common Stock of Vignette Corporation on November
     22, 1999.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Vignette Corporation (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 prospectus filed with the SEC pursuant to Rule 424(b)
          of the Securities Act of 1933, as amended (the "1933 Act"), in
          connection with the Registration Statement No. 333-68345 on Form S-1
          filed with the SEC on December 3, 1998, together with any and all
          amendments thereto, in which there is set forth audited consolidated
          financial statements for the Registrant's fiscal years ended December
          31, 1997 and 1998; and

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended March 31, June 30 and September 30, 1999; and

     (c)  The Registrant's Report on Form 8K filed July 11, 1999, and Form 8K/A
          filed September 15, 1999; and

     (d)  The Registrant's Registration Statement No. 000-25375 on Form 8-A
          filed with the SEC on February 11, 1999, together with all amendments
          thereto, pursuant to Section 12 of the Securities Exchange Act of
          1934, as amended (the "34 Act") in which there is described the terms,
          rights and provisions applicable to the Registrant's outstanding
          Common Stock.

     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. Article VII,
Section 6, of the Registrant's Bylaws provides for mandatory indemnification of
its directors and officers and permissible indemnification of 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,

                                      II-1
3

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.

Item 8. Exhibits
Exhibit Number    Exhibit
--------------    -------
4            Instrument Defining Rights of Stockholders. Reference is made to
                  Registrant's Registration Statement No. 000-25375 on Form 8-A,
                  together with all amendments thereto, which is incorporated herein by
                  reference pursuant to Item 3(d) of this Registration Statement.

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

    23.1          Consent of 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-5 of this Registration
                  Statement.
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 (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 1999 Supplemental Stock Option 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

                                      II-2
4

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-3
5

                                   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 Austin, State of Texas on this 29th day of
November 1999.

                                       VIGNETTE CORPORATION

                                       By: /s/ GREGORY A. PETERS
                                          --------------------------------------
                                          Gregory A. Peters
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

          That the undersigned officers and directors of Vignette Corporation, a
Delaware corporation, do hereby constitute and appoint Gregory A. Peters and
Joel G. Katz, 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
---------                                 -----                                               ----
/s/ GREGORY A. PETERS
-------------------------------            President, Chief Executive Officer and Director     November 29, 1999
       Gregory A. Peters                  (Principal Executive Officer)

/s/ JOEL G. KATZ
-------------------------------
         Joel G. Katz                     Chief Financial Officer and Secretary                November 29, 1999

/s/ ROBERT E. DAVOLI
-------------------------------
       Robert E. Davoli                   Director                                             November 29, 1999
6

Signature                                 Title                                               Date
---------                                 -----                                               ----
/s/ STEVEN G. PAPERMASTER
------------------------------
     Steven G. Papermaster               Director                                             November 29, 1999

/s/ JOHN D. THORNTON
------------------------------
       John D. Thornton                  Director                                             November 29, 1999

------------------------------
      Joseph A. Marengi                  Director                                             -----------------
7

                                  EXHIBIT INDEX
Exhibit Number    Exhibit
--------------    -------
4            Instrument Defining Rights of Stockholders. Reference is made to
                  Registrant's Registration Statement No. 000-25375 on Form 8-A,
                  together with all amendments thereto, which is incorporated herein by
                  reference pursuant to Item 3(d) of this Registration Statement.

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

    23.1          Consent of 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-5 of this Registration
                  Statement.