<PAGE>   1
      As filed with the Securities and Exchange Commission on July 21, 1999
                                                      Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

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


                                  MP3.com, Inc.
             (Exact name of Registrant as specified in its charter)

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

              Delaware                                     33-0840026
    (State or other jurisdiction                        (I.R.S. Employer
 of incorporation or organization)                   Identification Number)

                     10350 Science Center Drive, Building 14
                           San Diego, California 92121
                                 (619) 320-2120
          (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)


                           1998 Equity Incentive Plan
                        1999 Employee Stock Purchase Plan
                            (Full title of the plans)

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

                              Michael L. Robertson
                Chief Executive Officer and Chairman of the Board
                                  MP3.com, Inc.
                     10350 Science Center Drive, Building 14
                           San Diego, California 92121
                                 (619) 320-2120
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:

                             Frederick T. Muto, Esq.
                           Christopher J. Kearns, Esq.
                              Blake T. Bilstad, Esq
                               Cooley Godward LLP
                        4365 Executive Drive, Suite 1100
                               San Diego, CA 92121
                                 (619) 550-6000

<PAGE>   2

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED
                                                              MAXIMUM               PROPOSED MAXIMUM                AMOUNT OF
TITLE OF SECURITIES                        AMOUNT TO        OFFERING PRICE            AGGREGATE                   REGISTRATION
  TO BE REGISTERED                      BE REGISTERED        PER SHARE(1)            OFFERING PRICE(1)               FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                 <C>                      <C>                         <C>
Common Stock, $.001 par value             7,606,781          $0.1067-$26.00              $81,959,465                $22,785
===============================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457. The price per share and aggregate
     offering price are based upon (a) the actual exercise price for shares
     subject to outstanding stock options previously granted under the
     Registrant's 1998 Equity Incentive Plan and (b) the fair market value of
     the Company's Common Stock as of July 20, 1999 (as determined by the high
     end of the price range listed on the Company's Registration Statement on
     Form S-1, as amended, filed with the Securities and Exchange Commission -
     File No. 333-78545), for shares issuable under the Company's Employee Stock
     Purchase Plan and 1998 Equity Inventive Plan. The following chart shows the
     calculation of the registration fee.
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------------
                                 TYPE OF SHARES                                    NUMBER OF     OFFERING PRICE       AGGREGATE
                                                                                    SHARES          PER SHARE        OFFERING PRICE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>            <C>                <C>
Common Stock issuable pursuant to outstanding options under the 1998 Equity        786,562          $ 0.106667       $ 83,899.95
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        526,500          $ 0.220000      $ 115,830.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        648,468          $ 0.333333      $ 216,156.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        863,775          $ 0.666667      $ 575,850.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        392,625          $ 1.000000      $ 392,625.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        193,950          $ 1.333333      $ 258,600.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        813,150          $ 2.000000    $ 1,626,300.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        305,501          $ 4.000000    $ 1,222,004.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        130,050          $ 6.666667      $ 867,000.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under the 1998 Equity Incentive Plan                       2,646,200          $ 26.00000   $ 68,801,200.00
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under the 1999 Employee Stock Purchase Plan                  300,000          $ 26.00000    $ 7,800,000.00
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The prospectus contained in the Form S-1 Registration Statement (No. 333-78545)
filed by MP3.com, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") on May 14, 1999, as amended through the date
hereof (the "Form S-1"), is hereby incorporated by reference into this
Registration Statement. The Registrant has not filed, and has not been required
to file, any reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as of the date hereof. A
description of the Registrant's Common Stock which is contained in the Form S-1,
including any amendment or reports filed for the purpose of updating such
description, is hereby incorporated by reference into this Registration
Statement. All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Cooley Godward LLP, San Diego, California. As of the date of
this Prospectus, certain members and associates of Cooley Godward own an
aggregate of 73,051 shares of Common Stock through an investment partnership.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the Delaware General Corporation Law, the Registrant has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").

The Registrant's Restated Certificate of Incorporation and Bylaws include
provisions to (i) eliminate the personal liability of its directors and officers
for monetary damages resulting from breaches of their fiduciary duty to the
extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware
(the "Delaware Law") and (ii) require the Registrant to indemnify


                                       1.
<PAGE>   4

its directors and officers to the fullest extent permitted by Section 145 of the
Delaware Law, including circumstances in which indemnification is otherwise
discretionary. Pursuant to Section 145 of the Delaware Law, a corporation
generally has the power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in connection with any
suit to which they are or are threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
they reasonably believed to be in or not opposed to, the best interests of the
corporation and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. The Registrant believes that these
provisions are necessary to attract and retain qualified persons as directors
and officers. These provisions do not eliminate the directors' duty of care,
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware Law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for acts or omissions that the director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the director's duty to the Registrant or its
stockholders when the director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the Registrant or its stockholders, for improper
transactions between the director and the Registrant and for improper
distributions to stockholders and loans to directors and officers. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.

The Registrant has entered into indemnity agreements with each of its directors
and officers that require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director or an officer of the Registrant
or any of its affiliated enterprises, provided that such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

At present, there is no pending litigation or proceeding involving a director or
officer of the Registrant as to which indemnification is being sought nor is the
Registrant aware of any threatened litigation that may result in claims for
indemnification by any officer or director.

The Registrant has an insurance policy covering the officers and directors of
the Registrant with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                       2.
<PAGE>   5

ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>

Exhibit No.      Description
----------       -----------
<S>              <C>
* 4.1            Restated Certificate of Incorporation.
* 4.2            Amended and Restated Bylaws.
* 4.3            Specimen Common Stock Certificate.
  5.1            Opinion of Cooley Godward LLP.
 23.1            Consent of Ernst & Young LLP, Independent Auditors.
 23.2            Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
 24.1            Power of Attorney.  Reference is made to page 5.
*99.1            1998 Equity Incentive Plan (the "1998 Plan").
*99.2            Form of Stock Option Agreement pursuant to the 1998 Plan.
*99.3            1999 Employee Stock Purchase Plan.
</TABLE>

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

*    Filed as an exhibit to Registration Statement on Form S-1 (No. 333-78545)
     originally filed on May 14, 1999, as amended through the date hereof, and
     incorporated herein by reference.

ITEM 9.  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 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, 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;

                                       3.
<PAGE>   6

                         (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 (1)(a)(i) and (1)(a)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the 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.

          (b) That, for the purpose of determining any liability under the
Securities Act of 1934, 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.

          (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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that
is incorporated by reference in the 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.

     3. 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>   7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
County of San Diego, State of California, on July 20, 1999.

                       By: /S/ ROBIN D. RICHARDS
                          ----------------------------------
                       Robin D. Richards
                       President and Chief Operating Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robin D. Richards, Paul L. H. Ouyang and
Michael L. Robertson and each of them, as his true and lawful attorneys-in-fact
and agents, 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, exhibits thereto and other
documents in connection therewith) to this Registration Statement and any
subsequent registration statement filed by the registrant pursuant to Rule
462(b) of the Securities Act of 1933, as amended, which relates 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 substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>

Signature                                     Title                                 Date
---------                                     -----                                 ----
<S>                            <C>                                              <C>
/s/  MICHAEL L. ROBERTSON
---------------------------    Chief Executive Officer and                      July 20, 1999
Michael L. Robertson           Director


/s/  ROBIN D. RICHARDS
---------------------------   President, Chief Operating Officer                July 20, 1999
Robin D. Richards             and Director


/s/ PAUL L. H. OUYANG
---------------------------   Chief Financial Officer and                       July 20, 1999
Paul L. H. Ouyang             Executive Vice President


/s/  DAVID E. EASTERLY
---------------------------   Director                                          July 20, 1999
David E. Easterly


/s/ LAWRENCE F. PROBST III
---------------------------   Director                                          July 20, 1999
Lawrence F. Probst III


/s/ MARK A. STEVENS
---------------------------   Director                                          July 20, 1999
Mark A. Stevens


/s/  THEODORE W. WAITT
---------------------------   Director                                          July 20, 1999
Theodore W. Waitt

</TABLE>



                                       5.
<PAGE>   8

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

     Exhibit No.      Description
     ----------       -----------
     <S>              <C>
*        4.1          Restated Certificate of Incorporation.
*        4.2          Amended and Restated Bylaws.
*        4.3          Specimen Common Stock Certificate.
         5.1          Opinion of Cooley Godward LLP.
        23.1          Consent of Ernst & Young LLP, Independent Auditors.
        23.2          Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
        24.1          Power of Attorney.  Reference is made to page 5.
*       99.1          1998 Equity Incentive Plan (the "1998 Plan").
*       99.2          Form of Stock Option Agreement pursuant to the 1998 Plan.
*       99.3          1999 Employee Stock Purchase Plan.
</TABLE>
 -----------------------

*    Filed as an exhibit to Registration Statement on Form S-1 (No. 333-78545)
     originally filed on May 14, 1999, as amended through the date hereof, and
     incorporated herein by reference.



                                       6.
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1
      As filed with the Securities and Exchange Commission on July 21, 1999
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

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

                                  MP3.com, Inc.
             (Exact name of Registrant as specified in its charter)

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

              Delaware                                     33-0840026
    (State or other jurisdiction                        (I.R.S. Employer
 of incorporation or organization)                   Identification Number)

                     10350 Science Center Drive, Building 14
                           San Diego, California 92121
                                 (619) 320-2120
          (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                           1998 Equity Incentive Plan
                        1999 Employee Stock Purchase Plan
                            (Full title of the plans)

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

                              Michael L. Robertson
                Chief Executive Officer and Chairman of the Board
                                  MP3.com, Inc.
                     10350 Science Center Drive, Building 14
                           San Diego, California 92121
                                 (619) 320-2120
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                             Frederick T. Muto, Esq.
                           Christopher J. Kearns, Esq.
                              Blake T. Bilstad, Esq
                               Cooley Godward LLP
                        4365 Executive Drive, Suite 1100
                               San Diego, CA 92121
                                 (619) 550-6000
2
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED
                                                              MAXIMUM               PROPOSED MAXIMUM                AMOUNT OF
TITLE OF SECURITIES                        AMOUNT TO        OFFERING PRICE            AGGREGATE                   REGISTRATION
  TO BE REGISTERED                      BE REGISTERED        PER SHARE(1)            OFFERING PRICE(1)               FEE
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value             7,606,781          $0.1067-$26.00              $81,959,465                $22,785
===============================================================================================================================
(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457. The price per share and aggregate
     offering price are based upon (a) the actual exercise price for shares
     subject to outstanding stock options previously granted under the
     Registrant's 1998 Equity Incentive Plan and (b) the fair market value of
     the Company's Common Stock as of July 20, 1999 (as determined by the high
     end of the price range listed on the Company's Registration Statement on
     Form S-1, as amended, filed with the Securities and Exchange Commission -
     File No. 333-78545), for shares issuable under the Company's Employee Stock
     Purchase Plan and 1998 Equity Inventive Plan. The following chart shows the
     calculation of the registration fee.
---------------------------------------------------------------------------------------------------------------------------------
                                 TYPE OF SHARES                                    NUMBER OF     OFFERING PRICE       AGGREGATE
                                                                                    SHARES          PER SHARE        OFFERING PRICE
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        786,562          $ 0.106667       $ 83,899.95
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        526,500          $ 0.220000      $ 115,830.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        648,468          $ 0.333333      $ 216,156.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        863,775          $ 0.666667      $ 575,850.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        392,625          $ 1.000000      $ 392,625.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        193,950          $ 1.333333      $ 258,600.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        813,150          $ 2.000000    $ 1,626,300.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        305,501          $ 4.000000    $ 1,222,004.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable pursuant to outstanding options under the 1998 Equity        130,050          $ 6.666667      $ 867,000.00
Incentive Plan
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under the 1998 Equity Incentive Plan                       2,646,200          $ 26.00000   $ 68,801,200.00
---------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under the 1999 Employee Stock Purchase Plan                  300,000          $ 26.00000    $ 7,800,000.00
---------------------------------------------------------------------------------------------------------------------------------
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The prospectus contained in the Form S-1 Registration Statement (No. 333-78545)
filed by MP3.com, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") on May 14, 1999, as amended through the date
hereof (the "Form S-1"), is hereby incorporated by reference into this
Registration Statement. The Registrant has not filed, and has not been required
to file, any reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as of the date hereof. A
description of the Registrant's Common Stock which is contained in the Form S-1,
including any amendment or reports filed for the purpose of updating such
description, is hereby incorporated by reference into this Registration
Statement. All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Cooley Godward LLP, San Diego, California. As of the date of
this Prospectus, certain members and associates of Cooley Godward own an
aggregate of 73,051 shares of Common Stock through an investment partnership.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the Delaware General Corporation Law, the Registrant has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").

The Registrant's Restated Certificate of Incorporation and Bylaws include
provisions to (i) eliminate the personal liability of its directors and officers
for monetary damages resulting from breaches of their fiduciary duty to the
extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware
(the "Delaware Law") and (ii) require the Registrant to indemnify

                                       1.
4

its directors and officers to the fullest extent permitted by Section 145 of the
Delaware Law, including circumstances in which indemnification is otherwise
discretionary. Pursuant to Section 145 of the Delaware Law, a corporation
generally has the power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in connection with any
suit to which they are or are threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
they reasonably believed to be in or not opposed to, the best interests of the
corporation and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. The Registrant believes that these
provisions are necessary to attract and retain qualified persons as directors
and officers. These provisions do not eliminate the directors' duty of care,
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware Law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for acts or omissions that the director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the director's duty to the Registrant or its
stockholders when the director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the Registrant or its stockholders, for improper
transactions between the director and the Registrant and for improper
distributions to stockholders and loans to directors and officers. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.

The Registrant has entered into indemnity agreements with each of its directors
and officers that require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director or an officer of the Registrant
or any of its affiliated enterprises, provided that such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.

At present, there is no pending litigation or proceeding involving a director or
officer of the Registrant as to which indemnification is being sought nor is the
Registrant aware of any threatened litigation that may result in claims for
indemnification by any officer or director.

The Registrant has an insurance policy covering the officers and directors of
the Registrant with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                       2.
5

ITEM 8.  EXHIBITS.
Exhibit No.      Description
----------       -----------
* 4.1            Restated Certificate of Incorporation.
* 4.2            Amended and Restated Bylaws.
* 4.3            Specimen Common Stock Certificate.
  5.1            Opinion of Cooley Godward LLP.
 23.1            Consent of Ernst & Young LLP, Independent Auditors.
 23.2            Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
 24.1            Power of Attorney.  Reference is made to page 5.
*99.1            1998 Equity Incentive Plan (the "1998 Plan").
*99.2            Form of Stock Option Agreement pursuant to the 1998 Plan.
*99.3            1999 Employee Stock Purchase Plan.
-----------------------

*    Filed as an exhibit to Registration Statement on Form S-1 (No. 333-78545)
     originally filed on May 14, 1999, as amended through the date hereof, and
     incorporated herein by reference.

ITEM 9.  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 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, 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;

                                       3.
6

                         (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 (1)(a)(i) and (1)(a)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the 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.

          (b) That, for the purpose of determining any liability under the
Securities Act of 1934, 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.

          (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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that
is incorporated by reference in the 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.

     3. 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.
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
County of San Diego, State of California, on July 20, 1999.

                       By: /S/ ROBIN D. RICHARDS
                          ----------------------------------
                       Robin D. Richards
                       President and Chief Operating Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robin D. Richards, Paul L. H. Ouyang and
Michael L. Robertson and each of them, as his true and lawful attorneys-in-fact
and agents, 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, exhibits thereto and other
documents in connection therewith) to this Registration Statement and any
subsequent registration statement filed by the registrant pursuant to Rule
462(b) of the Securities Act of 1933, as amended, which relates 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 substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                                     Title                                 Date
---------                                     -----                                 ----
/s/  MICHAEL L. ROBERTSON
---------------------------    Chief Executive Officer and                      July 20, 1999
Michael L. Robertson           Director

/s/  ROBIN D. RICHARDS
---------------------------   President, Chief Operating Officer                July 20, 1999
Robin D. Richards             and Director

/s/ PAUL L. H. OUYANG
---------------------------   Chief Financial Officer and                       July 20, 1999
Paul L. H. Ouyang             Executive Vice President

/s/  DAVID E. EASTERLY
---------------------------   Director                                          July 20, 1999
David E. Easterly

/s/ LAWRENCE F. PROBST III
---------------------------   Director                                          July 20, 1999
Lawrence F. Probst III

/s/ MARK A. STEVENS
---------------------------   Director                                          July 20, 1999
Mark A. Stevens

/s/  THEODORE W. WAITT
---------------------------   Director                                          July 20, 1999
Theodore W. Waitt
5.
8

                                  EXHIBIT INDEX
Exhibit No.      Description
     ----------       -----------
*        4.1          Restated Certificate of Incorporation.
*        4.2          Amended and Restated Bylaws.
*        4.3          Specimen Common Stock Certificate.
         5.1          Opinion of Cooley Godward LLP.
        23.1          Consent of Ernst & Young LLP, Independent Auditors.
        23.2          Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.
        24.1          Power of Attorney.  Reference is made to page 5.
*       99.1          1998 Equity Incentive Plan (the "1998 Plan").
*       99.2          Form of Stock Option Agreement pursuant to the 1998 Plan.
*       99.3          1999 Employee Stock Purchase Plan.
-----------------------

*    Filed as an exhibit to Registration Statement on Form S-1 (No. 333-78545)
     originally filed on May 14, 1999, as amended through the date hereof, and
     incorporated herein by reference.

                                       6.