<PAGE>

          As filed with the Securities and Exchange Commission on April 21, 2000
                                              Registration No. 333-_____________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                      Applied Micro Circuits Corporation
            (Exact Name Of Registrant As Specified In Its Charter)

                             ---------------------
          Delaware                                        94-2586591
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)


                              6290 Sequence Drive
                              San Diego, CA 92121
                                (858) 450-9333
                   (Address Of Principal Executive Offices)

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

                          2000 Equity Incentive Plan
                          (Full Title Of The Plan(s))

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

                                David M. Rickey
                     President and Chief Executive Officer
                      Applied Micro Circuits Corporation
                              6290 Sequence Drive
                              San Diego, CA 92121
                                (858) 450-9333
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
                             Of Agent For Service)

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

                                  Copies to:
                             D. Bradley Peck, Esq.
                              Cooley Godward llp
                       4365 Executive Drive, Suite 1100
                              San Diego, CA 92121
                                (858) 550-6000

                             ---------------------
<PAGE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                            Proposed Maximum         Proposed Maximum
  Title of Securities                                          Offering                 Aggregate              Amount of
   to be Registered        Amount to be Registered (1)      Price per Share (2)      Offering Price (1)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                           <C>                    <C>                      <C>
Stock Options and Common
  Stock (par value $.01)        4,000,000 shares               $122.46               $489,859,850.50           $129,323.00
====================================================================================================================================
</TABLE>

(1)  This registration statement shall also cover any additional shares of
     Common Stock which shall become issuable under the 2000 Equity Incentive
     Plan (2000 Plan) 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)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933,
     as amended, (the "Securities Act"). The price per share and the aggregate
     offering price are calculated on the basis of (a) $136.55, the average post
     split exercise price for 2,985,050 shares subject to outstanding options
     granted under the 2000 Plan and (b) $81.03, the average of the high and low
     sales prices of Registrant's Common Stock on April 14, 2000, as reported on
     the NASDAQ National Market for the remainder of the shares subject to the
     2000 Plan registered hereunder.
<PAGE>

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Applied Micro Circuits Corporation (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

     (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

     (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

     (c) The description of the Company's Common Stock which is contained in a
registration statement filed under 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

     Not Applicable


                   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 Registrant's Bylaws provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence by indemnified parties, and may require the Registrant to
advance litigation expenses in the case of stockholder derivative actions or
other actions, against and undertaking by the indemnified party to repay such
advances if it is ultimately determined that the indemnified party is not
entitled to indemnification.

     In addition, the Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary 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 actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
<PAGE>

The Registrant has entered into separate indemnification agreements with its
officers and directors. These agreements may require the Registrant, among other
things, to indemnify the directors against certain liabilities that may arise by
reason of their status or service as directors (other than liabilities arising
from willful misconduct of a culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified and to obtain directors' insurance if available on reasonable terms.
The Registrant maintains director and officer liability insurance.

                                   EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
<S>     <C>
5.1       Opinion of Cooley Godward LLP

23.1      Consent of Ernst & Young LLP, Independent Auditors

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement

24.1      Power of Attorney is contained on the signature pages

99.1      2000 Equity Incentive Plan

99.2      Form of Stock Option Agreement used in connection with the 2000 Equity Incentive Plan
</TABLE>


                                 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) ((S) 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(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.
<PAGE>

     (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 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.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on April 20, 2000.

                              Applied Micro Circuits Corporation



                          By: /s/ WILLIAM E. BENDUSH
                              --------------------------------------------------
                              William E. Bendush
                              Vice President, Finance and Administration, and
                              Chief Financial Officer



                               POWER OF ATTORNEY

     Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints David M. Rickey and William E. Bendush,
and both or either 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 either
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
<PAGE>

     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.


<TABLE>
<CAPTION>
          Signature                                                  Title                                           Date
<S>                                                <C>                                                   <C>
/s/ DAVID M. RICKEY
-----------------------------------------------        President, Chief Executive Officer                       April 20, 2000
          David M. Rickey                               and Director

/s/ WILLIAM E. BENDUSH
-----------------------------------------------        Chief Financial Officer (Principal                       April 20, 2000
          William E. Bendush                           Financial and Accounting Officer)

/s/ ROGER A. SMULLEN
-----------------------------------------------        Chairman of the Board of Directors                       April 20, 2000
          Roger A. Smullen, Sr.

/s/ R. CLIVE GHEST
-----------------------------------------------        Director                                                 April 20, 2000
          R. Clive Ghest

/s/ FRANKLIN P. JOHNSON, JR.
-----------------------------------------------        Director                                                 April 20, 2000
          Franklin P. Johnson, Jr.

/s/ S. ATIQ RAZA
-----------------------------------------------        Director                                                 April 20, 2000
          S. Atiq Raza

/s/ ARTHUR B. STABENOW
-----------------------------------------------        Director                                                 April 20, 2000
          Arthur B. Stabenow

/s/ HARVEY P. WHITE
-----------------------------------------------        Director                                                 April 20, 2000
          Harvey P. White
</TABLE>
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                   Description
<S>           <C>
5.1            Opinion of Cooley Godward LLP

23.1           Consent of Ernst & Young LLP, Independent Auditors

23.2           Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement

24.1           Power of Attorney is contained on the signature pages

99.1           2000 Equity Incentive Plan

99.2           Form of Stock Option Agreement used in connection with the 2000 Equity Incentive Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18300}]
{"company-data": {"conformed-name": "APPLIED MICRO CIRCUITS CORP", "cik": "0000711065", "assigned-sic": "3674", "irs-number": "942586591", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35408", "film-number": "606758"}, "business-address": {"street1": "6290 SEQUENCE DR", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6194509333"}, "mail-address": {"street1": "6290 SEQUENCE DRIVE", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
As filed with the Securities and Exchange Commission on April 21, 2000
                                              Registration No. 333-_____________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                      Applied Micro Circuits Corporation
            (Exact Name Of Registrant As Specified In Its Charter)

                             ---------------------
          Delaware                                        94-2586591
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                              6290 Sequence Drive
                              San Diego, CA 92121
                                (858) 450-9333
                   (Address Of Principal Executive Offices)

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

                          2000 Equity Incentive Plan
                          (Full Title Of The Plan(s))

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

                                David M. Rickey
                     President and Chief Executive Officer
                      Applied Micro Circuits Corporation
                              6290 Sequence Drive
                              San Diego, CA 92121
                                (858) 450-9333
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code,
                             Of Agent For Service)

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

                                  Copies to:
                             D. Bradley Peck, Esq.
                              Cooley Godward llp
                       4365 Executive Drive, Suite 1100
                              San Diego, CA 92121
                                (858) 550-6000

                             ---------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                            Proposed Maximum         Proposed Maximum
  Title of Securities                                          Offering                 Aggregate              Amount of
   to be Registered        Amount to be Registered (1)      Price per Share (2)      Offering Price (1)      Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Stock Options and Common
  Stock (par value $.01)        4,000,000 shares               $122.46               $489,859,850.50           $129,323.00
====================================================================================================================================
(1)  This registration statement shall also cover any additional shares of
     Common Stock which shall become issuable under the 2000 Equity Incentive
     Plan (2000 Plan) 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)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933,
     as amended, (the "Securities Act"). The price per share and the aggregate
     offering price are calculated on the basis of (a) $136.55, the average post
     split exercise price for 2,985,050 shares subject to outstanding options
     granted under the 2000 Plan and (b) $81.03, the average of the high and low
     sales prices of Registrant's Common Stock on April 14, 2000, as reported on
     the NASDAQ National Market for the remainder of the shares subject to the
     2000 Plan registered hereunder.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by Applied Micro Circuits Corporation (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

     (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

     (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports, the
prospectus or the registration statement referred to in (a) above.

     (c) The description of the Company's Common Stock which is contained in a
registration statement filed under 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

     Not Applicable

                   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 Registrant's Bylaws provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law. The Registrant
believes that indemnification under its Bylaws covers at least negligence and
gross negligence by indemnified parties, and may require the Registrant to
advance litigation expenses in the case of stockholder derivative actions or
other actions, against and undertaking by the indemnified party to repay such
advances if it is ultimately determined that the indemnified party is not
entitled to indemnification.

     In addition, the Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of nonmonetary 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 actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
The Registrant has entered into separate indemnification agreements with its
officers and directors. These agreements may require the Registrant, among other
things, to indemnify the directors against certain liabilities that may arise by
reason of their status or service as directors (other than liabilities arising
from willful misconduct of a culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified and to obtain directors' insurance if available on reasonable terms.
The Registrant maintains director and officer liability insurance.

                                   EXHIBITS
Exhibit
Number
5.1       Opinion of Cooley Godward LLP

23.1      Consent of Ernst & Young LLP, Independent Auditors

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement

24.1      Power of Attorney is contained on the signature pages

99.1      2000 Equity Incentive Plan

99.2      Form of Stock Option Agreement used in connection with the 2000 Equity Incentive Plan
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) ((S) 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(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 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on April 20, 2000.

                              Applied Micro Circuits Corporation

                          By: /s/ WILLIAM E. BENDUSH
                              --------------------------------------------------
                              William E. Bendush
                              Vice President, Finance and Administration, and
                              Chief Financial Officer

                               POWER OF ATTORNEY

     Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints David M. Rickey and William E. Bendush,
and both or either 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 either
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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                                  Title                                           Date
/s/ DAVID M. RICKEY
-----------------------------------------------        President, Chief Executive Officer                       April 20, 2000
          David M. Rickey                               and Director

/s/ WILLIAM E. BENDUSH
-----------------------------------------------        Chief Financial Officer (Principal                       April 20, 2000
          William E. Bendush                           Financial and Accounting Officer)

/s/ ROGER A. SMULLEN
-----------------------------------------------        Chairman of the Board of Directors                       April 20, 2000
          Roger A. Smullen, Sr.

/s/ R. CLIVE GHEST
-----------------------------------------------        Director                                                 April 20, 2000
          R. Clive Ghest

/s/ FRANKLIN P. JOHNSON, JR.
-----------------------------------------------        Director                                                 April 20, 2000
          Franklin P. Johnson, Jr.

/s/ S. ATIQ RAZA
-----------------------------------------------        Director                                                 April 20, 2000
          S. Atiq Raza

/s/ ARTHUR B. STABENOW
-----------------------------------------------        Director                                                 April 20, 2000
          Arthur B. Stabenow

/s/ HARVEY P. WHITE
-----------------------------------------------        Director                                                 April 20, 2000
          Harvey P. White
EXHIBIT INDEX
Exhibit
Number                                   Description
5.1            Opinion of Cooley Godward LLP

23.1           Consent of Ernst & Young LLP, Independent Auditors

23.2           Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement

24.1           Power of Attorney is contained on the signature pages

99.1           2000 Equity Incentive Plan

99.2           Form of Stock Option Agreement used in connection with the 2000 Equity Incentive Plan