<PAGE>

<TABLE>
<S>                                                                             <C>
As filed with the Securities and Exchange Commission on December 8, 2000        Registration No. 333-______

-----------------------------------------------------------------------------------------------------------
</TABLE>
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                 NETOPIA, INC.
            (Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S>                                       <C>                                         <C>
            Delaware                                  7373                                 94-3033136
  (State or Other Jurisdiction            (Primary Standard Industrial                  (I.R.S. Employer
of Incorporation or Organization)         Classification Code Number)                 Identification No.)
</TABLE>

                           2470 Mariner Square Loop
                          Alameda, California  94501
         (Address of Principal Executive Offices, including Zip Code)

                                 NETOPIA, INC.
                           2000 Stock Incentive Plan
                           (Full Title of the Plans)

                                Alan B. Lefkof
                     President and Chief Executive Officer
                                 NETOPIA, INC.
                           2470 Mariner Square Loop
                          Alameda, California  94501
                                (501) 814-5100
           (Name, Address and Telephone Number of Agent For Service)

                                  Copies to:
                             C. Kevin Kelso, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                          Palo Alto, California 94306

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                           Amount               Proposed Maximum         Proposed Maximum         Amount of
  Title of Securities to be                 to be               Offering Price Per      Aggregate Offering      Registration
 Registered                             Registered (1)               Share                   Price                   Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                     <C>                        <C>                     <C>
   Options                                                      N/A                        N/A                       N/A
   Common Stock (par value $0.001)         999,400 (2)          $4.25 (3)                  $4,247,450.00             $1,121.33
   Common Stock (par value $0.001)             600 (4)          $4.25 (5)                  $    2,550.00             $    0.67

   TOTAL                                 1,000,000              $4.25                      $4,250,000.00             $1,122.00
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

  (1)  This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the 2000 Stock Incentive Plan
       (the "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 Netopia, Inc.

  (2)  Represents shares subject to outstanding options under the Plan.

  (3)  Weighted average per share exercise price for outstanding options
       pursuant to Rule 457(h)(1).

  (4)  Represents additional shares reserved for issuance under the Plan.

  (5)  Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low prices per share of Common Stock of Netopia, Inc. as
       reported on the Nasdaq National Market on December 4, 2000.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

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

        a. Our Annual Report on Form 10-K for the fiscal year ended September
           30, 1999;

        b. Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
           December 31, 1999 and March 31, and June 30, 2000; and

        c. Our Registration Statement No. 0-28450 on Form 8-A filed with the
           Commission on May 3, 1996 pursuant to Section 12 of the Securities
           Exchange Act of 1934, as amended (the "1934 Act"), together with
           amendments thereto, in which there is described the terms, rights and
           provisions applicable to our outstanding Common Stock, 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 Securities Act of 1933,
as amended (the "1933 Act"). The Registrant's Bylaws provide 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

                                      II-1
<PAGE>

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.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit                   Exhibit
Number                    Title
------                    -----
<S>       <C>
  4.01    Registrant's 2000 Stock Incentive Plan.

  4.02    Form of Option Agreement relating the 2000 Stock Incentive Plan.

  5.01    Opinion of counsel.

 23.01    Consent of KPMG LLP, Independent Auditors.

 23.02    Consent of counsel is contained in Exhibit 5.01.

 24.01    Power of Attorney. Reference is made to page II-4 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 by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into 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 2000
Stock Incentive Plan.

                                      II-2
<PAGE>

     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 into 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-3
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, 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 Alameda, State of California, on this 8th day of
December, 2000.

                                       NETOPIA, INC.


                                       By: /s/ Alan Lefkof
                                           -------------------------------------
                                           Alan B. Lefkof
                                           President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and
directors of Netopia, Inc., a Delaware corporation, do hereby constitute and
appoint Alan B. Lefkof and David A. Kadish, 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 either 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 by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
           Signature                                    Title                                Date
           ---------                                    -----                                ----
<S>                                      <C>                                          <C>
Principal Executive Officer:

/s/ Alan Lefkof                          President, Chief Executive Officer              December 8, 2000
-------------------------------------    and Director
Alan B. Lefkof

Principal Financial Officer and
Principal Accounting Officer

/s/ James A. Clark                       Vice President and Chief Financial Officer      December 8, 2000
-------------------------------------
James A. Clark
</TABLE>

                                      II-4
<PAGE>

Additional Directors


/s/ Reese M. Jones                      Director           December 8, 2000
-----------------------------------
Reese M. Jones

/s/ David F. Marquardt                  Director           December 8, 2000
-----------------------------------
David F. Marquardt

/s/ David C. King                       Director           December 8, 2000
-----------------------------------
David C. King

                                      II-5
<PAGE>

                                 EXHIBIT INDEX
                                 -------------


<TABLE>
<CAPTION>
Exhibit                       Exhibit
Number                        Title
------                        -----

<S>         <C>
  4.01      Registrant's 2000 Stock Incentive Plan.

  4.02      Form of Option Agreement relating the 2000 Stock Incentive Plan.

  5.01      Opinion of counsel.

 23.01      Consent of KPMG LLP, Independent Auditors.

 23.02      Consent of counsel is contained in Exhibit 5.01.

 24.01      Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16789}]
{"company-data": {"conformed-name": "NETOPIA INC", "cik": "0001012482", "assigned-sic": "7373", "irs-number": "943033136", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51482", "film-number": "785684"}, "business-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5108145100"}, "mail-address": {"street1": "2470 MARINER SQUARE LOOP", "city": "ALAMEDA", "state": "CA", "zip": "94501"}, "former-company": {"former-conformed-name": "FARALLON COMMUNICATIONS INC", "date-changed": "19960422"}}
As filed with the Securities and Exchange Commission on December 8, 2000        Registration No. 333-______

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

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

                                 NETOPIA, INC.
            (Exact Name of Registrant as Specified in Its Charter)
Delaware                                  7373                                 94-3033136
  (State or Other Jurisdiction            (Primary Standard Industrial                  (I.R.S. Employer
of Incorporation or Organization)         Classification Code Number)                 Identification No.)
2470 Mariner Square Loop
                          Alameda, California  94501
         (Address of Principal Executive Offices, including Zip Code)

                                 NETOPIA, INC.
                           2000 Stock Incentive Plan
                           (Full Title of the Plans)

                                Alan B. Lefkof
                     President and Chief Executive Officer
                                 NETOPIA, INC.
                           2470 Mariner Square Loop
                          Alameda, California  94501
                                (501) 814-5100
           (Name, Address and Telephone Number of Agent For Service)

                                  Copies to:
                             C. Kevin Kelso, Esq.
                              Fenwick & West LLP
                             Two Palo Alto Square
                          Palo Alto, California 94306

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                           Amount               Proposed Maximum         Proposed Maximum         Amount of
  Title of Securities to be                 to be               Offering Price Per      Aggregate Offering      Registration
 Registered                             Registered (1)               Share                   Price                   Fee
------------------------------------------------------------------------------------------------------------------------------------
Options                                                      N/A                        N/A                       N/A
   Common Stock (par value $0.001)         999,400 (2)          $4.25 (3)                  $4,247,450.00             $1,121.33
   Common Stock (par value $0.001)             600 (4)          $4.25 (5)                  $    2,550.00             $    0.67

   TOTAL                                 1,000,000              $4.25                      $4,250,000.00             $1,122.00
-----------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the 2000 Stock Incentive Plan
       (the "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 Netopia, Inc.

  (2)  Represents shares subject to outstanding options under the Plan.

  (3)  Weighted average per share exercise price for outstanding options
       pursuant to Rule 457(h)(1).

  (4)  Represents additional shares reserved for issuance under the Plan.

  (5)  Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low prices per share of Common Stock of Netopia, Inc. as
       reported on the Nasdaq National Market on December 4, 2000.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

        a. Our Annual Report on Form 10-K for the fiscal year ended September
           30, 1999;

        b. Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
           December 31, 1999 and March 31, and June 30, 2000; and

        c. Our Registration Statement No. 0-28450 on Form 8-A filed with the
           Commission on May 3, 1996 pursuant to Section 12 of the Securities
           Exchange Act of 1934, as amended (the "1934 Act"), together with
           amendments thereto, in which there is described the terms, rights and
           provisions applicable to our outstanding Common Stock, 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 Securities Act of 1933,
as amended (the "1933 Act"). The Registrant's Bylaws provide 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

                                      II-1
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.

Item 8. Exhibits
Exhibit                   Exhibit
Number                    Title
------                    -----
4.01    Registrant's 2000 Stock Incentive Plan.

  4.02    Form of Option Agreement relating the 2000 Stock Incentive Plan.

  5.01    Opinion of counsel.

 23.01    Consent of KPMG LLP, Independent Auditors.

 23.02    Consent of counsel is contained in Exhibit 5.01.

 24.01    Power of Attorney. Reference is made to page II-4 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 by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into 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 2000
Stock Incentive Plan.

                                      II-2
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 into 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-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Alameda, State of California, on this 8th day of
December, 2000.

                                       NETOPIA, INC.

                                       By: /s/ Alan Lefkof
                                           -------------------------------------
                                           Alan B. Lefkof
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and
directors of Netopia, Inc., a Delaware corporation, do hereby constitute and
appoint Alan B. Lefkof and David A. Kadish, 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 either 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 by the following persons in the
capacities and on the dates indicated.
Signature                                    Title                                Date
           ---------                                    -----                                ----
Principal Executive Officer:

/s/ Alan Lefkof                          President, Chief Executive Officer              December 8, 2000
-------------------------------------    and Director
Alan B. Lefkof

Principal Financial Officer and
Principal Accounting Officer

/s/ James A. Clark                       Vice President and Chief Financial Officer      December 8, 2000
-------------------------------------
James A. Clark
II-4
Additional Directors

/s/ Reese M. Jones                      Director           December 8, 2000
-----------------------------------
Reese M. Jones

/s/ David F. Marquardt                  Director           December 8, 2000
-----------------------------------
David F. Marquardt

/s/ David C. King                       Director           December 8, 2000
-----------------------------------
David C. King

                                      II-5
EXHIBIT INDEX
                                 -------------
Exhibit                       Exhibit
Number                        Title
------                        -----
4.01      Registrant's 2000 Stock Incentive Plan.

  4.02      Form of Option Agreement relating the 2000 Stock Incentive Plan.

  5.01      Opinion of counsel.

 23.01      Consent of KPMG LLP, Independent Auditors.

 23.02      Consent of counsel is contained in Exhibit 5.01.

 24.01      Power of Attorney.  Reference is made to page II-4 of this Registration Statement.