<PAGE>

As filed with the Securities and Exchange Commission on January 8, 2001
                                                           Registration No. 333-
================================================================================


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

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


                               DIGITAL RIVER, INC.
             (Exact name of registrant as specified in its charter)
                               ------------------
        DELAWARE                                        41-1901640
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                        9625 WEST 76TH STREET, SUITE 150
                          EDEN PRAIRIE, MINNESOTA 55344
                                 (952) 253-1234
                    (Address of principal executive offices)

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 JOEL A. RONNING
                             CHIEF EXECUTIVE OFFICER
                        9625 WEST 76TH STREET, SUITE 150
                          EDEN PRAIRIE, MINNESOTA 55344
                                 (952) 253-1234
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                              --------------------

                                   Copies to:

                            MICHAEL J. SULLIVAN, ESQ.
                            VIRGINIA C. EDWARDS, ESQ.
                               COOLEY GODWARD LLP
                         ONE MARITIME PLAZA, 20TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 693-2000
                              --------------------

                         CALCULATION OF REGISTRATION FEE


================================================================================
<TABLE>
<CAPTION>

=================================================================================================================================
                                                  PROPOSED MAXIMUM              PROPOSED MAXIMUM
 TITLE OF SECURITIES TO    AMOUNT TO BE        OFFERING PRICE PER SHARE     AGGREGATE OFFERING PRICE
      BE REGISTERED         REGISTERED                   (1)                           (1)              AMOUNT OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                          <C>                         <C>
Stock Options and
Common Stock (par value
$.01)                         200,000 shares           $2.46875                    $493,750.00                 $124.00
=================================================================================================================================

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


(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h) under the Securities Act of
         1933, as amended. The offering price per share and aggregate offering
         price are based upon the average of the high and low prices of
         Registrant's Common Stock on December 29, 2000 as reported on the
         Nasdaq National Market.




<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Digital River, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:

(a)         The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1999;

(b)         The Company's quarterly reports on Form 10-Q for the quarters ended
            March 31, June 30 and September 30, 2000; and

(c)         The description of the Company's Common Stock which is contained in
            the Registration Statement on Form 8-A filed July 20, 1998, under
            the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), including any amendment or report filed for the purpose of
            updating such description.

         All reports and other documents subsequently filed by the Company
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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.


                            DESCRIPTION OF SECURITIES

         Not Applicable.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Common Stock being registered hereby
will be passed upon for the Registrant by Cooley Godward LLP, San Francisco,
California. As of the date of this registration statement, a member of Cooley
Godward LLP beneficially owns 3,500 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's By-laws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The By-laws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification.

         The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law. The Company also maintains an insurance policy for
its directors and executive officers insuring against certain liabilities
arising in their capacities as such.


                       EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.



                                       1.
<PAGE>

                                    EXHIBITS
EXHIBIT
NUMBER

4.1*     Amended and Restated Certificate of Incorporation of the Company.

4.2*     Amended and Restated Bylaws of the Company.

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Arthur Andersen LLP, Independent Public Accountants.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1     Power of Attorney is contained on the signature pages.

99.1     2000 Employee Stock Purchase Plan.


-------------
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-56787), filed with the SEC on June 12, 1998.

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a) 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;

                  (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, represent 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, and

                  (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)(i) and (a)(ii) do 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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

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

         (c) 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.

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

                                       2.
<PAGE>

         Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the
         Exchange Act) that is incorporated by reference in the Registration
         Statement shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

3.       Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.






                                       3.
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eden Prairie, State of Minnesota, on January 5, 2001.


                                    DIGITAL RIVER, INC.




                                    By  /s/ Joel A. Ronning
                                      ------------------------------------------
                                           Joel A. Ronning
                                    Title: Chief Executive Officer and
                                           Director





                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joel A. Ronning and Robert E. Strawman
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, 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>


 /s/ Joel A. Ronning                          Chief Executive Officer                  January 5, 2001
---------------------------------------       and Director (Principal Executive
     Joel A. Ronning                          Officer)

 /s/ Robert E. Strawman                       Chief Financial Officer and              January 5, 2001
---------------------------------------       Treasurer (Principal Financial
     Robert E. Strawman                       Officer and Accounting Officer)

 /s/ Timothy C. Choate                        Director                                 January 5, 2001
---------------------------------------
     Timothy C. Choate




                                       4.
<PAGE>


                                              Director
---------------------------------------
     William Lansing
                                              Director
---------------------------------------
     Thomas F. Madison
                                              Director
---------------------------------------
     Frederick M. Seegal

 /s/ Perry W. Steiner                         Director                                 January 5, 2001
---------------------------------------
     Perry W. Steiner

 /s/ J. Paul Thorin                           Director                                 January 5, 2001
---------------------------------------
     J. Paul Thorin

</TABLE>




                                       5.
<PAGE>



                                  EXHIBIT INDEX
EXHIBIT
NUMBER                       DESCRIPTION                 SEQUENTIAL PAGE NUMBER

4.1*     Amended and Restated Certificate of Incorporation of the Company.

4.2*     Amended and Restated Bylaws of the Company.

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Arthur Andersen LLP, Independent Public Accountants.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1     Power of Attorney is contained on the signature pages.

99.1     2000 Employee Stock Purchase Plan.


-------------
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-56787), filed with the SEC on June 12, 1998.





                                       6.
[{"type": "S-8", "sequence": "1", "filename": "a2034616zs-8.txt", "description": "S-8", "secsgml_size_bytes": 16764}]
{"company-data": {"conformed-name": "DIGITAL RIVER INC /DE", "cik": "0001062530", "assigned-sic": "7373", "irs-number": "411901640", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53332", "film-number": "1503019"}, "business-address": {"street1": "9625 W 76TH STREET SUITE 150", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "9522531234"}, "mail-address": {"street1": "9625 W 76TH STREET SUITE 150", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}}
As filed with the Securities and Exchange Commission on January 8, 2001
                                                           Registration No. 333-
================================================================================

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

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

                               DIGITAL RIVER, INC.
             (Exact name of registrant as specified in its charter)
                               ------------------
        DELAWARE                                        41-1901640
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                        9625 WEST 76TH STREET, SUITE 150
                          EDEN PRAIRIE, MINNESOTA 55344
                                 (952) 253-1234
                    (Address of principal executive offices)

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 JOEL A. RONNING
                             CHIEF EXECUTIVE OFFICER
                        9625 WEST 76TH STREET, SUITE 150
                          EDEN PRAIRIE, MINNESOTA 55344
                                 (952) 253-1234
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                              --------------------

                                   Copies to:

                            MICHAEL J. SULLIVAN, ESQ.
                            VIRGINIA C. EDWARDS, ESQ.
                               COOLEY GODWARD LLP
                         ONE MARITIME PLAZA, 20TH FLOOR
                             SAN FRANCISCO, CA 94111
                                 (415) 693-2000
                              --------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
=================================================================================================================================
                                                  PROPOSED MAXIMUM              PROPOSED MAXIMUM
 TITLE OF SECURITIES TO    AMOUNT TO BE        OFFERING PRICE PER SHARE     AGGREGATE OFFERING PRICE
      BE REGISTERED         REGISTERED                   (1)                           (1)              AMOUNT OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Stock Options and
Common Stock (par value
$.01)                         200,000 shares           $2.46875                    $493,750.00                 $124.00
=================================================================================================================================

================================================================================
(1)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h) under the Securities Act of
         1933, as amended. The offering price per share and aggregate offering
         price are based upon the average of the high and low prices of
         Registrant's Common Stock on December 29, 2000 as reported on the
         Nasdaq National Market.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Digital River, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:

(a)         The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1999;

(b)         The Company's quarterly reports on Form 10-Q for the quarters ended
            March 31, June 30 and September 30, 2000; and

(c)         The description of the Company's Common Stock which is contained in
            the Registration Statement on Form 8-A filed July 20, 1998, under
            the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), including any amendment or report filed for the purpose of
            updating such description.

         All reports and other documents subsequently filed by the Company
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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                            DESCRIPTION OF SECURITIES

         Not Applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Common Stock being registered hereby
will be passed upon for the Registrant by Cooley Godward LLP, San Francisco,
California. As of the date of this registration statement, a member of Cooley
Godward LLP beneficially owns 3,500 shares of the Registrant's Common Stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act. The Company's By-laws require the Company to indemnify its directors and
executive officers, and permit the Company to indemnify its other officers,
employees and other agents, to the extent permitted by Delaware law. Under the
Company's By-laws, indemnified parties are entitled to indemnification for
negligence, gross negligence and otherwise to the fullest extent permitted by
law. The By-laws also require the Company to advance litigation expenses in the
case of stockholder derivative actions or other actions, against an undertaking
by the indemnified party to repay such advances if it is ultimately determined
that the indemnified party is not entitled to indemnification.

         The Company has entered into indemnity agreements with each of its
directors and executive officers. Such indemnity agreements contain provisions
which are in some respects broader than the specific indemnification provisions
contained in Delaware law. The Company also maintains an insurance policy for
its directors and executive officers insuring against certain liabilities
arising in their capacities as such.

                       EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

                                       1.
EXHIBITS
EXHIBIT
NUMBER

4.1*     Amended and Restated Certificate of Incorporation of the Company.

4.2*     Amended and Restated Bylaws of the Company.

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Arthur Andersen LLP, Independent Public Accountants.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1     Power of Attorney is contained on the signature pages.

99.1     2000 Employee Stock Purchase Plan.

-------------
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-56787), filed with the SEC on June 12, 1998.

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a) 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;

                  (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, represent 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, and

                  (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)(i) and (a)(ii) do 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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

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

         (c) 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.

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

                                       2.
Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the
         Exchange Act) that is incorporated by reference in the Registration
         Statement shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

3.       Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                                       3.
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eden Prairie, State of Minnesota, on January 5, 2001.

                                    DIGITAL RIVER, INC.

                                    By  /s/ Joel A. Ronning
                                      ------------------------------------------
                                           Joel A. Ronning
                                    Title: Chief Executive Officer and
                                           Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joel A. Ronning and Robert E. Strawman
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                     TITLE                                    DATE
/s/ Joel A. Ronning                          Chief Executive Officer                  January 5, 2001
---------------------------------------       and Director (Principal Executive
     Joel A. Ronning                          Officer)

 /s/ Robert E. Strawman                       Chief Financial Officer and              January 5, 2001
---------------------------------------       Treasurer (Principal Financial
     Robert E. Strawman                       Officer and Accounting Officer)

 /s/ Timothy C. Choate                        Director                                 January 5, 2001
---------------------------------------
     Timothy C. Choate

                                       4.
Director
---------------------------------------
     William Lansing
                                              Director
---------------------------------------
     Thomas F. Madison
                                              Director
---------------------------------------
     Frederick M. Seegal

 /s/ Perry W. Steiner                         Director                                 January 5, 2001
---------------------------------------
     Perry W. Steiner

 /s/ J. Paul Thorin                           Director                                 January 5, 2001
---------------------------------------
     J. Paul Thorin
5.
EXHIBIT INDEX
EXHIBIT
NUMBER                       DESCRIPTION                 SEQUENTIAL PAGE NUMBER

4.1*     Amended and Restated Certificate of Incorporation of the Company.

4.2*     Amended and Restated Bylaws of the Company.

5.1      Opinion of Cooley Godward LLP.

23.1     Consent of Arthur Andersen LLP, Independent Public Accountants.

23.3     Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.

24.1     Power of Attorney is contained on the signature pages.

99.1     2000 Employee Stock Purchase Plan.

-------------
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-56787), filed with the SEC on June 12, 1998.

                                       6.