As filed with the Securities and Exchange Commission on April 5, 2000

                                                   Registration No.  333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                                 VIDEONICS, INC.

             (Exact name of Registrant as specified in its charter)


       California                                        77-0118151
(State of incorporation)                    (I.R.S. Employer Identification No.)


                                1370 Dell Avenue
                           Campbell, California 95008
                    (Address of principal executive offices)

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

                               Nonstatutory Stock
                             Option Agreement dated
                     March 23, 1998 with B. Yeshwant Kamath

                            (Full title of the Plans)

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

                                Gary L. Williams
                             Chief Financial Officer
                                 VIDEONICS, INC.
                                1370 Dell Avenue
                           Campbell, California 95008
                                 (408) 866-8300
 (Name, address and telephone number, including area code, of agent for service)

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


<PAGE>

<TABLE>
                                                  Copy to:

                                        Jerrold F. Petruzzelli, Esq.
                                             David M. Pike, Esq.
                                       Manatt, Phelps & Phillips, LLP
                                         3030 Hansen Way, Suite 100
                                             Palo Alto, CA 94304
                                               (650) 812-1300
<CAPTION>
===========================================================================================================
                                       CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                             Proposed       Proposed
                                             Maximum         Maximum        Maximum
 Title of Securities to be                Amount to be    Offering Price    Aggregate          Amount of
       Registered                         Registered(1)     Per Share     Offering Price   Registration Fee
----------------------------------------  --------------  --------------  ---------------  ----------------
<S>                                       <C>                <C>          <C>              <C>
Nonstatutory Stock Option Agreement
with B. Yeshwant Kamath
    Common Stock, no par value            120,000 shares     $2.125(2)    $    255,000     $    68

                 TOTAL                    120,000 shares                  $    255,000     $    68


<FN>
----------
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become issuable under any agreement being registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's  outstanding shares of
         Common Stock.

(2)      Calculated in accordance  with Rule 457(h) under the  Securities Act of
         1933, as amended.
</FN>
</TABLE>

                                                     2

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are hereby incorporated by reference:

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

         (b)      Not Applicable.

         (c)      The description of the Registrant's  Common Stock contained in
                  the Registrant's Registration Statement on Form 8-A filed with
                  the Commission under Section 12 of the Securities Exchange Act
                  of 1934 and declared effective on December 15, 1994, including
                  any amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant 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 in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Certain  legal  matters with respect to the legality of the issuance of
the common stock  registered  hereby will be passed upon for the  Registrant  by
Manatt, Phelps & Phillips, LLP in Palo Alto, California.  As of the date of this
Registration Statement, attorneys of Manatt, Phelps & Phillips, LLP beneficially
own or control an aggregate of 137,000 shares of the Registrant's common stock.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's  Articles of Incorporation  reduces the liability of a
director  to the  corporation  or its  shareholders  for  monetary  damages  for
breaches of his or her fiduciary duty of care to the fullest extent  permissible
under California law.  California law provides that a corporation's  articles of
incorporation  may  eliminate or limit the personal  liability of directors  for
monetary  damages  for breach of their  fiduciary  duties as  directors,  except
liability  for: (i) acts or omissions that involve  intentional  misconduct or a
knowing and culpable  violation of law;  (ii) acts or omissions  that a director
believes  to be  contrary  to  the  best  interest  of  the  corporation  or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director;  (iii) any  transaction  from  which a director  derived  an  improper
personal benefit;  (iv) acts or omissions


                                       3

<PAGE>

that show a reckless disregard for the director's duty to the corporation or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of serious injury to the corporation or its shareholders;  (v) acts or omissions
that  constitute  an  unexcused  pattern  of  inattention  that  amounts  to  an
abdication of the director's duty to the corporation or its  shareholders;  (vi)
unlawful  payments of dividends or unlawful stock  repurchases  or  redemptions,
unlawful  distribution of assets to shareholders or unlawful loans or guarantees
to directors,  officers and others; or (vii) any transaction  between a director
and the Company.

         The Bylaws of the Registrant  further  provide for  indemnification  of
corporate agents to the maximum extent permitted by the California  Corporations
Code.

         In addition, the Registrant has entered into Indemnification Agreements
with its officers and directors containing  provisions that are in some respects
broader than the specific indemnification provisions contained in the California
Corporations Code. The indemnification  agreements may require the Registrant to
(i) indemnify its directors and officers  against  liabilities that may arise by
reason  of their  status  or  service  as  directors  or  officers,  other  than
liabilities  arising from willful misconduct of a culpable nature;  (ii) advance
their expenses  incurred as a result of any proceeding  against them as to which
they could be indemnified;  and (iii) obtain directors' and officers' insurance,
if available on reasonable terms. At present,  there is no pending litigation or
proceeding involving any director,  officer, employee or agent of the Registrant
in which indemnification  would be required or permitted.  The Registrant is not
aware of any  threatened  litigation or proceeding  that might result in a claim
for indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

         4.1      Registrant's  Amended and Restated  Articles of  Incorporation
                  dated December 19, 1994.(1)

         4.2      Registrant's  Amended  and  Restated  Bylaws as adopted by the
                  Board of Directors on October 27, 1994.(1)

         4.3      Nonstatutory  Stock Option  Agreement  dated March 23, 1998 by
                  and between Registrant and B. Yeshwant Kamath.

         5.1      Opinion of Manatt, Phelps & Phillips, LLP.

         23.1     Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit
                  5.1).

-----------------------
(1) Filed as an exhibit to Registrant's  Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.


                                       4

<PAGE>

         23.2     Consent of PricewaterhouseCoopers LLP independent auditors.

         24.1     Power of Attorney (see page 7).

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2)  that,  for  purposes  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.

         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
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be initial bona fide offering thereof.

         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 indemnification  provisions  summarized in Item 6
or  otherwise,  the  Registrant  has been  advised  that in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 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  hereunder,  the Registrant
will, unless in the opinion of its counsel the question has already been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

                            [Signature Pages Follow]


                                       5

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Campbell,  State of  California,  on this 5th day of
April, 2000.

                                                 VIDEONICS, INC.

                                            By:  /s/  Michael L. D'Addio
                                                 -------------------------------
                                                 Chief Executive Officer


                                       6

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints Michael L. D'Addio and Gary L. Williams,
jointly and severally,  his or her  attorneys-in-fact  and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place  or  stead,  in any and all  capacities,  to sign any  amendments  to this
Registration  Statement on Form S-8, and to file such amendments,  together with
exhibits and other  documents in connection  therewith,  with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and  about  the  premises,  as  fully  as he  might or could do in
person, and ratifying and confirming all that the  attorneys-in-fact and agents,
or his substitute or substitutes, may do or cause to be done by virtue hereof.

<TABLE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<CAPTION>
                   Signature                                   Title                                  Date
                   ---------                                   -----                                  ----
<S>      <C>                                         <C>                                           <C>
         /s/ Michael L. D'Addio                      Chairman of the Board and Chief               April 5, 2000
         ------------------------------              Executive Officer (Principal
         Michael L. D'Addio                          Executive Officer)


         /s/ Gary L. Williams                        Vice President of Finance and                 April 5, 2000
         ------------------------------              Chief Financial Officer
         Gary L. Williams                            (Principal Financial Officer and
                                                     Principal Accounting Officer)


         /s/ Mark C. Hahn                            Director                                      April 5, 2000
         ------------------------------
         Mark C. Hahn


         /s/ Carl E. Berg                            Director                                      April 5, 2000
         ------------------------------
         Carl E. Berg


         /s/ N. William Jasper, Jr.                  Director                                      April 5, 2000
         ------------------------------
         N. William Jasper, Jr.

</TABLE>

                                                          7

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number
------

         4.1      Registrant's  Amended and Restated  Articles of  Incorporation
                  dated December 19, 1994.(1)

         4.2      Registrant's  Amended  and  Restated  Bylaws as adopted by the
                  Board of Directors on October 27, 1994.(1)

         4.3      Nonstatutory  Stock Option  Agreement  dated March 23, 1998 by
                  and between Registrant and B. Yeshwant Kamath.

         5.1      Opinion of Manatt, Phelps & Phillips, LLP.

         23.1     Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit
                  5.1).

         23.2     Consent of PricewaterhouseCoopers LLP independent auditors.

         24.1     Power of Attorney (see page 7).






----------------------
(1) Filed as an exhibit to Registrant's  Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17552}]
{"company-data": {"conformed-name": "VIDEONICS INC", "cik": "0000932113", "assigned-sic": "3861", "irs-number": "770118151", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34068", "film-number": "593979"}, "business-address": {"street1": "1370 DELL AVE", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088668300"}, "mail-address": {"street1": "1370 DELL AVE", "city": "CAMPBELL", "state": "CA", "zip": "95008"}}
As filed with the Securities and Exchange Commission on April 5, 2000

                                                   Registration No.  333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                                 VIDEONICS, INC.

             (Exact name of Registrant as specified in its charter)

       California                                        77-0118151
(State of incorporation)                    (I.R.S. Employer Identification No.)

                                1370 Dell Avenue
                           Campbell, California 95008
                    (Address of principal executive offices)

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

                               Nonstatutory Stock
                             Option Agreement dated
                     March 23, 1998 with B. Yeshwant Kamath

                            (Full title of the Plans)

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

                                Gary L. Williams
                             Chief Financial Officer
                                 VIDEONICS, INC.
                                1370 Dell Avenue
                           Campbell, California 95008
                                 (408) 866-8300
 (Name, address and telephone number, including area code, of agent for service)

                           --------------------------
Copy to:

                                        Jerrold F. Petruzzelli, Esq.
                                             David M. Pike, Esq.
                                       Manatt, Phelps & Phillips, LLP
                                         3030 Hansen Way, Suite 100
                                             Palo Alto, CA 94304
                                               (650) 812-1300
===========================================================================================================
                                       CALCULATION OF REGISTRATION FEE
===========================================================================================================
                                                             Proposed       Proposed
                                             Maximum         Maximum        Maximum
 Title of Securities to be                Amount to be    Offering Price    Aggregate          Amount of
       Registered                         Registered(1)     Per Share     Offering Price   Registration Fee
----------------------------------------  --------------  --------------  ---------------  ----------------
Nonstatutory Stock Option Agreement
with B. Yeshwant Kamath
    Common Stock, no par value            120,000 shares     $2.125(2)    $    255,000     $    68

                 TOTAL                    120,000 shares                  $    255,000     $    68
----------
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become issuable under any agreement being registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's  outstanding shares of
         Common Stock.

(2)      Calculated in accordance  with Rule 457(h) under the  Securities Act of
         1933, as amended.
2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are hereby incorporated by reference:

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

         (b)      Not Applicable.

         (c)      The description of the Registrant's  Common Stock contained in
                  the Registrant's Registration Statement on Form 8-A filed with
                  the Commission under Section 12 of the Securities Exchange Act
                  of 1934 and declared effective on December 15, 1994, including
                  any amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant 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 in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Certain  legal  matters with respect to the legality of the issuance of
the common stock  registered  hereby will be passed upon for the  Registrant  by
Manatt, Phelps & Phillips, LLP in Palo Alto, California.  As of the date of this
Registration Statement, attorneys of Manatt, Phelps & Phillips, LLP beneficially
own or control an aggregate of 137,000 shares of the Registrant's common stock.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's  Articles of Incorporation  reduces the liability of a
director  to the  corporation  or its  shareholders  for  monetary  damages  for
breaches of his or her fiduciary duty of care to the fullest extent  permissible
under California law.  California law provides that a corporation's  articles of
incorporation  may  eliminate or limit the personal  liability of directors  for
monetary  damages  for breach of their  fiduciary  duties as  directors,  except
liability  for: (i) acts or omissions that involve  intentional  misconduct or a
knowing and culpable  violation of law;  (ii) acts or omissions  that a director
believes  to be  contrary  to  the  best  interest  of  the  corporation  or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director;  (iii) any  transaction  from  which a director  derived  an  improper
personal benefit;  (iv) acts or omissions

                                       3
that show a reckless disregard for the director's duty to the corporation or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of serious injury to the corporation or its shareholders;  (v) acts or omissions
that  constitute  an  unexcused  pattern  of  inattention  that  amounts  to  an
abdication of the director's duty to the corporation or its  shareholders;  (vi)
unlawful  payments of dividends or unlawful stock  repurchases  or  redemptions,
unlawful  distribution of assets to shareholders or unlawful loans or guarantees
to directors,  officers and others; or (vii) any transaction  between a director
and the Company.

         The Bylaws of the Registrant  further  provide for  indemnification  of
corporate agents to the maximum extent permitted by the California  Corporations
Code.

         In addition, the Registrant has entered into Indemnification Agreements
with its officers and directors containing  provisions that are in some respects
broader than the specific indemnification provisions contained in the California
Corporations Code. The indemnification  agreements may require the Registrant to
(i) indemnify its directors and officers  against  liabilities that may arise by
reason  of their  status  or  service  as  directors  or  officers,  other  than
liabilities  arising from willful misconduct of a culpable nature;  (ii) advance
their expenses  incurred as a result of any proceeding  against them as to which
they could be indemnified;  and (iii) obtain directors' and officers' insurance,
if available on reasonable terms. At present,  there is no pending litigation or
proceeding involving any director,  officer, employee or agent of the Registrant
in which indemnification  would be required or permitted.  The Registrant is not
aware of any  threatened  litigation or proceeding  that might result in a claim
for indemnification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

         4.1      Registrant's  Amended and Restated  Articles of  Incorporation
                  dated December 19, 1994.(1)

         4.2      Registrant's  Amended  and  Restated  Bylaws as adopted by the
                  Board of Directors on October 27, 1994.(1)

         4.3      Nonstatutory  Stock Option  Agreement  dated March 23, 1998 by
                  and between Registrant and B. Yeshwant Kamath.

         5.1      Opinion of Manatt, Phelps & Phillips, LLP.

         23.1     Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit
                  5.1).

-----------------------
(1) Filed as an exhibit to Registrant's  Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.

                                       4
23.2     Consent of PricewaterhouseCoopers LLP independent auditors.

         24.1     Power of Attorney (see page 7).

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2)  that,  for  purposes  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.

         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
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be initial bona fide offering thereof.

         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 indemnification  provisions  summarized in Item 6
or  otherwise,  the  Registrant  has been  advised  that in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 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  hereunder,  the Registrant
will, unless in the opinion of its counsel the question has already been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

                            [Signature Pages Follow]

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Campbell,  State of  California,  on this 5th day of
April, 2000.

                                                 VIDEONICS, INC.

                                            By:  /s/  Michael L. D'Addio
                                                 -------------------------------
                                                 Chief Executive Officer

                                       6
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints Michael L. D'Addio and Gary L. Williams,
jointly and severally,  his or her  attorneys-in-fact  and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place  or  stead,  in any and all  capacities,  to sign any  amendments  to this
Registration  Statement on Form S-8, and to file such amendments,  together with
exhibits and other  documents in connection  therewith,  with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and  about  the  premises,  as  fully  as he  might or could do in
person, and ratifying and confirming all that the  attorneys-in-fact and agents,
or his substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                   Title                                  Date
                   ---------                                   -----                                  ----
/s/ Michael L. D'Addio                      Chairman of the Board and Chief               April 5, 2000
         ------------------------------              Executive Officer (Principal
         Michael L. D'Addio                          Executive Officer)

         /s/ Gary L. Williams                        Vice President of Finance and                 April 5, 2000
         ------------------------------              Chief Financial Officer
         Gary L. Williams                            (Principal Financial Officer and
                                                     Principal Accounting Officer)

         /s/ Mark C. Hahn                            Director                                      April 5, 2000
         ------------------------------
         Mark C. Hahn

         /s/ Carl E. Berg                            Director                                      April 5, 2000
         ------------------------------
         Carl E. Berg

         /s/ N. William Jasper, Jr.                  Director                                      April 5, 2000
         ------------------------------
         N. William Jasper, Jr.
7
INDEX TO EXHIBITS

Exhibit
Number
------

         4.1      Registrant's  Amended and Restated  Articles of  Incorporation
                  dated December 19, 1994.(1)

         4.2      Registrant's  Amended  and  Restated  Bylaws as adopted by the
                  Board of Directors on October 27, 1994.(1)

         4.3      Nonstatutory  Stock Option  Agreement  dated March 23, 1998 by
                  and between Registrant and B. Yeshwant Kamath.

         5.1      Opinion of Manatt, Phelps & Phillips, LLP.

         23.1     Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit
                  5.1).

         23.2     Consent of PricewaterhouseCoopers LLP independent auditors.

         24.1     Power of Attorney (see page 7).

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(1) Filed as an exhibit to Registrant's  Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by reference.