<PAGE>


     As filed with the Securities and Exchange Commission on March 22, 2002

                                                  REGISTRATION NO. 333 -
===============================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    under the
                             SECURITIES ACT OF 1933

                              ARTIFICIAL LIFE, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                              04-3253298
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                          919 Third Avenue, Suite 2734
                            New York, New York 10022
                                 (212) 829-4386
                    (Address of Principal Executive Offices)

                ARTIFICIAL LIFE, INC. 1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                              Eberhard Schoeneburg
                      President and Chief Executive Officer
                              Artificial Life, Inc.
                          919 Third Avenue, Suite 2734
                            New York, New York 10022
                                 (212) 829-4386
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                                 with copies to:

                               Robert Duggan, Esq.
               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                              One Financial Center
                           Boston, Massachusetts 02111
                                 (617) 542-6000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                           Proposed              Proposed

           Title of                Amount to be            Maximum                Maximum             Amount of
 securities to be registered       Registered(1)        Offering price           Aggregate        registration fee
                                                         per share(2)        offering price(2)
--------------------------------------------------------------------------------------------------------------------

<S>           <C>                    <C>                    <C>                  <C>                   <C>
Common Stock, $.01 par value         1,000,000              $0.83                $830,000              $83.00
====================================================================================================================
</TABLE>

(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of additional shares
which may be sold upon the exercise of options which may hereafter be granted
under the Artificial Life, Inc. 1998 Equity Incentive Plan (the "Plan"). The
maximum number of shares which may be sold upon the exercise of such options
granted under the Plan are subject to adjustment in accordance with certain
anti-dilution and other provisions of said Plan. Accordingly, pursuant to Rule
416 under the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement covers, in addition to the number of shares stated above,
an indeterminate number of shares which may be subject to grant or otherwise
issuable after the operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is based upon the average of the bid and asked prices per share of the
Common Stock on the Nasdaq Over the Counter Bulletin Board as of a date (March
20, 2002) within 5 business days prior to filing this Registration Statement.
===============================================================================

<PAGE>

                                EXPLANATORY NOTE

         Pursuant to General Instruction E of Form S-8, the Registrant is filing
this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "Commission") to register an additional 1,000,000 shares of
Common Stock of the Registrant to be issued under the Artificial Life, Inc. 1998
Equity Incentive Plan.

                                        1

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
--------------------------------------------------------

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a)    The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Commission on April 2, 2001, as amended by
the Registrant's Annual Report on Form 10-K/A for the year ended December 31,
2000, as filed with the Commission on April 24, 2001.

         (b)    The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001, as filed with the
Commission on May 15, 2001, August 14, 2001 and November 14, 2001 respectively.

         (c)    The  Registrant's  Current  Reports on Form 8-K filed with the
Commission on March 27, 2001, June 11, 2001 and August 21, 2001.

         (d)    The description of the Common Stock of the Registrant contained
in the Registrant's Registration Statement on Form 8-A (File No. 000-25075),
filed under the Securities Exchange Act of 1934 on November 18, 1998, including
any amendment or report filed for the purpose of updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be part
hereof from the date of filing of such reports and documents.

Item 4.  Description of Securities
-----------------------------------

         Not applicable.


Item 5.  Interests of Named Experts and Counsel
-----------------------------------------------

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Registrant by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. As of March 21, 2002, Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members and certain affiliates of
that firm owned an aggregate of approximately 85,000 shares of Common Stock of
the Registrant, held options to purchase an aggregate of approximately 365,430
shares of Common Stock of the Registrant, which options are immediately
exercisable, and held warrants to purchase an aggregate of approximately 385,000
shares of Common Stock of the Registrant, which warrants are immediately
exercisable.

Item 6.  Indemnification of Directors and Officers
--------------------------------------------------
         Incorporated by reference from the Registrant's Registration Statement
on Form S-8 (File No. 333-87729).


Item 7. Exemption from Registration Claimed
-------------------------------------------

         Not applicable.

                                        2

<PAGE>

Item 8.  Exhibits
-----------------

4.1      Form of Common Stock Certificate (Filed as Exhibit 4.1 to Registrant's
         Registration Statement on Form S-1, as amended, File No. 333-64619,
         and incorporated herein by reference).

4.2      Restated Certificate of Incorporation (Filed as Exhibit 3.2 to
         Registrant's Registration Statement on Form S-1, as amended, File No.
         333-64619, and incorporated herein by reference).

4.3      Restated By-Laws (Filed as Exhibit 3.4 to Registrant's Registration
         Statement on Form S-1, as amended, File No. 333-64619, and incorporated
         herein by reference).

5.1      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
         the legality of shares being registered.

23.1     Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
         (included in opinion of counsel filed as Exhibit 5).

23.2     Consent of Wolf & Company, P.C.

99.1     1998 Equity Incentive Plan (Filed as Exhibit 10.10 to Registrant's
         Registration Statement on Form S-1, as amended, File No. 333-64619).


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 Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
             after the effective date of the Registration Statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represents a fundamental change in the information
             set forth in the Registration Statement. Notwithstanding the
             foregoing, any increase or decrease in volume of securities offered
             (if the total dollar value of securities offered would not exceed
             that which was registered) and any deviation from the low or high
             end of the estimated maximum offering range may be reflected in the
             form of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than a 20% change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective Registration Statement.

                   (iii) 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;

             Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or
         Form F-3, and 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 Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this Registration
         Statement.

                                       3

<PAGE>

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, 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.

          (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 of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 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
          Securities Act of 1933 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 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 Act and will be
          governed by the final adjudication of such issue.


                                       4

<PAGE>

                                   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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York on March 22, 2002.


                                          ARTIFICIAL LIFE, INC.


                                          By: /s/ Eberhard Schoeneburg
                                          -------------------------------------
                                          Eberhard Schoeneburg
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
     Signature                                   Title                                   Date

<S>                               <C>                                               <C>
/s/ Eberhard Schoeneburg            Chief Executive Officer and Director             March 22, 2002
------------------------            (Principal Executive Officer)
Eberhard Schoeneburg

/s/ Phaik Chin Lim                  Chief Financial Officer                          March 22, 2002
------------------                  (Principal Financial and Accounting Officer)
Phaik Chin Lim

/s/ Gert Hensel                     Director                                         March 22, 2002
---------------
Dr. Gert Hensel

/s/ Hartmut Meyer                   Director                                         March 13, 2002
-----------------
Hartmut Meyer

/s/ Claudia Alsdorf                 Director                                         March 22, 2002
-------------------
Claudia Alsdorf

/s/ Frank Namyslik                  Director                                         March 22, 2002
------------------
Frank Namyslik
</TABLE>

                                       5

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number       Description
-------      -----------

4.1          Form of Common Stock Certificate (Filed as Exhibit 4.1 to
             Registrant's Registration  Statement on Form S-1, as amended,
             File No. 333-64619, and incorporated herein by reference).

4.2          Restated Certificate of Incorporation (Filed as Exhibit 3.2 to
             Registrant's Registration Statement on Form S-1, as amended,
             File No. 333-64619, and incorporated herein by reference).

4.3          Restated By-Laws (Filed as Exhibit 3.4 to Registrant's Registration
             Statement on Form S-1, as amended, File No. 333-64619, and
             incorporated herein by reference).

5.1          Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as
             to the legality of shares being registered.

23.1         Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in opinion of counsel filed as Exhibit 5).

23.2         Consent of Wolf & Company, P.C.

99.1         1998 Equity Incentive Plan (Filed as Exhibit 10.10 to Registrant's
             Registration  Statement on Form S-1, as amended,  File No.
             333-64619).

                                       6
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17419}]
{"company-data": {"conformed-name": "ARTIFICIAL LIFE INC", "cik": "0001070361", "assigned-sic": "7372", "irs-number": "043253298", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84776", "film-number": "02582639"}, "business-address": {"street1": "885 THIRD AVENUE", "street2": "SUITE 2921", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2128294386"}, "mail-address": {"street1": "885 THIRD AVENUE", "street2": "SUITE 2921", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on March 22, 2002

                                                  REGISTRATION NO. 333 -
===============================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    under the
                             SECURITIES ACT OF 1933

                              ARTIFICIAL LIFE, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                              04-3253298
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                          919 Third Avenue, Suite 2734
                            New York, New York 10022
                                 (212) 829-4386
                    (Address of Principal Executive Offices)

                ARTIFICIAL LIFE, INC. 1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                              Eberhard Schoeneburg
                      President and Chief Executive Officer
                              Artificial Life, Inc.
                          919 Third Avenue, Suite 2734
                            New York, New York 10022
                                 (212) 829-4386
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

                                 with copies to:

                               Robert Duggan, Esq.
               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                              One Financial Center
                           Boston, Massachusetts 02111
                                 (617) 542-6000

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

           Title of                Amount to be            Maximum                Maximum             Amount of
 securities to be registered       Registered(1)        Offering price           Aggregate        registration fee
                                                         per share(2)        offering price(2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value         1,000,000              $0.83                $830,000              $83.00
====================================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of additional shares
which may be sold upon the exercise of options which may hereafter be granted
under the Artificial Life, Inc. 1998 Equity Incentive Plan (the "Plan"). The
maximum number of shares which may be sold upon the exercise of such options
granted under the Plan are subject to adjustment in accordance with certain
anti-dilution and other provisions of said Plan. Accordingly, pursuant to Rule
416 under the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement covers, in addition to the number of shares stated above,
an indeterminate number of shares which may be subject to grant or otherwise
issuable after the operation of any such anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is based upon the average of the bid and asked prices per share of the
Common Stock on the Nasdaq Over the Counter Bulletin Board as of a date (March
20, 2002) within 5 business days prior to filing this Registration Statement.
===============================================================================
EXPLANATORY NOTE

         Pursuant to General Instruction E of Form S-8, the Registrant is filing
this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "Commission") to register an additional 1,000,000 shares of
Common Stock of the Registrant to be issued under the Artificial Life, Inc. 1998
Equity Incentive Plan.

                                        1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
--------------------------------------------------------

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a)    The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Commission on April 2, 2001, as amended by
the Registrant's Annual Report on Form 10-K/A for the year ended December 31,
2000, as filed with the Commission on April 24, 2001.

         (b)    The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001, as filed with the
Commission on May 15, 2001, August 14, 2001 and November 14, 2001 respectively.

         (c)    The  Registrant's  Current  Reports on Form 8-K filed with the
Commission on March 27, 2001, June 11, 2001 and August 21, 2001.

         (d)    The description of the Common Stock of the Registrant contained
in the Registrant's Registration Statement on Form 8-A (File No. 000-25075),
filed under the Securities Exchange Act of 1934 on November 18, 1998, including
any amendment or report filed for the purpose of updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be part
hereof from the date of filing of such reports and documents.

Item 4.  Description of Securities
-----------------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel
-----------------------------------------------

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Registrant by
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. As of March 21, 2002, Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members and certain affiliates of
that firm owned an aggregate of approximately 85,000 shares of Common Stock of
the Registrant, held options to purchase an aggregate of approximately 365,430
shares of Common Stock of the Registrant, which options are immediately
exercisable, and held warrants to purchase an aggregate of approximately 385,000
shares of Common Stock of the Registrant, which warrants are immediately
exercisable.

Item 6.  Indemnification of Directors and Officers
--------------------------------------------------
         Incorporated by reference from the Registrant's Registration Statement
on Form S-8 (File No. 333-87729).

Item 7. Exemption from Registration Claimed
-------------------------------------------

         Not applicable.

                                        2
Item 8.  Exhibits
-----------------

4.1      Form of Common Stock Certificate (Filed as Exhibit 4.1 to Registrant's
         Registration Statement on Form S-1, as amended, File No. 333-64619,
         and incorporated herein by reference).

4.2      Restated Certificate of Incorporation (Filed as Exhibit 3.2 to
         Registrant's Registration Statement on Form S-1, as amended, File No.
         333-64619, and incorporated herein by reference).

4.3      Restated By-Laws (Filed as Exhibit 3.4 to Registrant's Registration
         Statement on Form S-1, as amended, File No. 333-64619, and incorporated
         herein by reference).

5.1      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
         the legality of shares being registered.

23.1     Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
         (included in opinion of counsel filed as Exhibit 5).

23.2     Consent of Wolf & Company, P.C.

99.1     1998 Equity Incentive Plan (Filed as Exhibit 10.10 to Registrant's
         Registration Statement on Form S-1, as amended, File No. 333-64619).

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 Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
             after the effective date of the Registration Statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represents a fundamental change in the information
             set forth in the Registration Statement. Notwithstanding the
             foregoing, any increase or decrease in volume of securities offered
             (if the total dollar value of securities offered would not exceed
             that which was registered) and any deviation from the low or high
             end of the estimated maximum offering range may be reflected in the
             form of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than a 20% change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective Registration Statement.

                   (iii) 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;

             Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or
         Form F-3, and 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 Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in this Registration
         Statement.

                                       3
(2) That, for the purpose of determining any liability under the
          Securities Act of 1933, 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.

          (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 of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 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
          Securities Act of 1933 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 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 Act and will be
          governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York on March 22, 2002.

                                          ARTIFICIAL LIFE, INC.

                                          By: /s/ Eberhard Schoeneburg
                                          -------------------------------------
                                          Eberhard Schoeneburg
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
Signature                                   Title                                   Date
/s/ Eberhard Schoeneburg            Chief Executive Officer and Director             March 22, 2002
------------------------            (Principal Executive Officer)
Eberhard Schoeneburg

/s/ Phaik Chin Lim                  Chief Financial Officer                          March 22, 2002
------------------                  (Principal Financial and Accounting Officer)
Phaik Chin Lim

/s/ Gert Hensel                     Director                                         March 22, 2002
---------------
Dr. Gert Hensel

/s/ Hartmut Meyer                   Director                                         March 13, 2002
-----------------
Hartmut Meyer

/s/ Claudia Alsdorf                 Director                                         March 22, 2002
-------------------
Claudia Alsdorf

/s/ Frank Namyslik                  Director                                         March 22, 2002
------------------
Frank Namyslik
5
EXHIBIT INDEX

Exhibit
Number       Description
-------      -----------

4.1          Form of Common Stock Certificate (Filed as Exhibit 4.1 to
             Registrant's Registration  Statement on Form S-1, as amended,
             File No. 333-64619, and incorporated herein by reference).

4.2          Restated Certificate of Incorporation (Filed as Exhibit 3.2 to
             Registrant's Registration Statement on Form S-1, as amended,
             File No. 333-64619, and incorporated herein by reference).

4.3          Restated By-Laws (Filed as Exhibit 3.4 to Registrant's Registration
             Statement on Form S-1, as amended, File No. 333-64619, and
             incorporated herein by reference).

5.1          Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as
             to the legality of shares being registered.

23.1         Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in opinion of counsel filed as Exhibit 5).

23.2         Consent of Wolf & Company, P.C.

99.1         1998 Equity Incentive Plan (Filed as Exhibit 10.10 to Registrant's
             Registration  Statement on Form S-1, as amended,  File No.
             333-64619).

                                       6