content: <PAGE>   1
  
  
       As filed with the Securities and Exchange Commission on August 26, 1999
                                                      Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                               SPATIAL TECHNOLOGY INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                 ------------------
  
          Delaware                                        84-1035353
  ------------------------                    ------------------------------------
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  
                                 ------------------
  
                            2425 55th Street, Suite 100
                               Boulder, Colorado 80301
                                   (303) 544-2900
                      ----------------------------------------
                      (Address of principal executive offices)
  
                                 ------------------
  
                             1996 Equity Incentive Plan
                            Employee Stock Purchase Plan
                         1998 Non-Officer Stock Option Plan
  
                                 ------------------
  
                              (Full title of the plans)
  
                                   R. Bruce Morgan
                        President and Chief Executive Officer
                               Spatial Technology Inc.
                             2425 55th Street, Suite 100
                               Boulder, Colorado 80301
                                   (303) 544-2900
        -------------------------------------------------------------------
        (Name, address, including zip code, and telephone number, including
                          area code, of agent for service)
  
                                 ------------------
  
                                     Copies to:
                               Michael L. Platt, Esq.
                                 Cooley Godward LLP
                          2595 Canyon Boulevard, Suite 250
                            Boulder, Colorado 80302-6737
                                   (303) 546-4000
  
                                 ------------------
  
                                                                       Page 1 of 6
                                                           Exhibit Index at Page 6
  <PAGE>   2
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ================================================================================================================================
                                                        PROPOSED MAXIMUM          PROPOSED MAXIMUM
   TITLE OF SECURITIES TO        AMOUNT TO BE          OFFERING PRICE PER     AGGREGATE OFFERING PRICE    AMOUNT OF REGISTRATION
        BE REGISTERED           REGISTERED (1)             SHARE (2)                     (2)                       FEE
  --------------------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                    <C>                    <C>                         <C>
  Stock Options and Common
  Stock (par value $.01)                   480,000                   $3.5625                 $1,710,000                   $475.38
  ================================================================================================================================
  </TABLE>
  
  (1)      Comprised of 225,000, 125,000 and 130,000 shares of Common Stock to be
           registered under the 1996 Equity Incentive Plan, as amended, the
           Employee Stock Purchase Plan, as amended, and the 1998 Non-Officer
           Stock Option Plan, as amended, respectively.
  
  (2)      Estimated solely for the purpose of calculating the amount of the
           registration fee, pursuant to Rules 457(c) and 457(h)(1) under the
           Securities Act of 1933, as amended (the "Act"). The offering price per
           share and aggregate offering price are based on (a) the weighted
           average exercise price for shares subject to options previously granted
           under the Registrant's 1996 Equity Incentive Plan, as amended, and the
           1998 Non-Officer Stock Option Plan, as amended, and (b) the price per
           share and aggregate offering price based upon the average of the high
           and low prices of Registrant's Common Stock on August 23, 1999 as
           reported on the American Stock Exchange for shares issuable upon
           exercise of options available for grant under the 1996 Equity Incentive
           Plan, as amended, the Employee Stock Purchase Plan, as amended, and the
           1998 Non-Officer Stock Option Plan, as amended. The following chart
           illustrates the calculation of the registration fee:
  
  <TABLE>
  <CAPTION>
      ==============================================================================================================================
             TYPE OF SHARES             NUMBER OF SHARES         OFFERING PRICE PER SHARE           AGGREGATE OFFERING PRICE
      ------------------------------------------------------------------------------------------------------------------------------
      <S>                               <C>                      <C>                                <C>
      Shares issuable pursuant to
      options outstanding under
      the 1996 Equity Incentive             168,757                    $4.2745 (a)                          $721,351.80
      Plan, as amended, and the
      1998 Non-Officer Stock
      Option Plan, as amended.
      ------------------------------------------------------------------------------------------------------------------------------
      Shares issuable upon
      exercise of options
      available for grant under
      the 1996 Equity Incentive             311,243                    $3.5625 (b)                        $1,108,803.18
      Plan, as amended, the 1998
      Non-Officer Stock Option
      Plan, as amended, and the
      Employee Stock Purchase
      Plan, as amended
      ------------------------------------------------------------------------------------------------------------------------------
      Proposed Maximum Aggregate                                                                             $1,710,000
      Offering Price
      ------------------------------------------------------------------------------------------------------------------------------
                                                                                                              x .000278
  
      ------------------------------------------------------------------------------------------------------------------------------
      Registration Fee                                                                                          $475.38
      ==============================================================================================================================
  </TABLE>
  
           (a) Weighted average exercise price.
  
           (b) American Stock Exchange average of the high and low prices of the
  Registrant's Common Stock on August 23, 1999.
  
  ================================================================================
           Approximate date of commencement of proposed sale to the public: As
  soon as practicable after this Registration Statement becomes effective.
  
  ================================================================================
  
                                         2.
  <PAGE>   3
  
  
                                       PART I
  
  ITEM 1.  PLAN INFORMATION
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
           Not required to be filed with this Registration Statement.
  
                                       PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed by Spatial Technology Inc., a Delaware
  corporation (the "Company" or the "Registrant"), with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference into this
  Registration Statement:
  
           (a) The Registration Statement on Form S-8 No. 333-14429 filed on
  October 18, 1996;
  
           (b) The Registration Statement on Form S-8 No. 333-56079 filed on June
  4, 1998;
  
           (c) The Registration Statement on Form S-8 No. 333-59569 filed on July
  22, 1998;
  
           (d) The Company's latest annual report on Form 10-KSB for the fiscal
  year ended December 31, 1998;
  
           (e) The Company's latest quarterly report on Form 10-QSB for the
  quarter ended March 31, 1999;
  
           (f) The Company's latest quarterly report on Form 10-QSB for the
  quarter ended June 30, 1999;
  
           (g) A description of the Company's Common Stock, which is contained in
  the Form 8-A Registration Statement filed on October 16, 1996; and
  
           (h) All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
  of 1934, as amended (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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
  Not required to be filed with this Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  Not required to be filed with this Registration Statement.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
  Not applicable.
  
  
                                         3.
  <PAGE>   4
  
  
  ITEM 8.  EXHIBITS
  
                                      EXHIBITS
  
  <TABLE>
  <CAPTION>
      EXHIBIT
      NUMBER
      -------
      <S>                 <C>
      3(i).3*             Restated Certificate of Incorporation of the Company.
  
      3(ii).5*            By-laws of the Company.
  
      4.1*                Reference is made to Exhibits 3(i).1 through 3(ii).2.
  
      4.2*                Specimen Stock Certificate
  
      5.1                 Opinion of Cooley Godward LLP.
  
      23.1                Consent of KPMG LLP.
  
      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.
  
      99.4                1996 Equity Incentive Plan as amended.
  
      99.5                Employee Stock Purchase Plan as amended.
  
      99.6                1998 Non-Officer Stock Option Plan as amended.
  </TABLE>
  
      *             Incorporated by reference to the Company's Registration
                    Statement on Form SB-2, File No. 333-5416-D, as amended.
  
  ITEM 9.  UNDERTAKINGS
  
  Not required to be filed with this Registration Statement.
  
  
  
                                         4.
  <PAGE>   5
  
  
  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 Boulder, State of Colorado, on August 26, 1999.
  
                                          SPATIAL TECHNOLOGY INC.
  
                                          By: /s/ R. Bruce Morgan
                                             -------------------------------------
                                             R. Bruce Morgan
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints R. Bruce Morgan and Richard M. Sowar, and
  each or any one of them, his true and lawful attorney-in-fact and agent, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with all exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in connection therewith,
  as fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or any of
  them, or their or his substitutes or substitute, may lawfully do or cause to be
  done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act 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/ Richard M. Sowar                                      Chief Technical Officer and Chairman        August 26, 1999
  ------------------------------------------------------    of the Board of Directors
  Richard M. Sowar
  
  
                                                            President, Chief Executive Officer
  /s/ R. Bruce Morgan                                       Director (Principal Executive and           August 26, 1999
  ------------------------------------------------------    Financial Officer)
  R. Bruce Morgan
  
  /s/ Todd S. Londa                                         Vice President, Administration,             August 26, 1999
  ------------------------------------------------------    Corporate Controller and Secretary
  Todd S. Londa                                             (Principal Accounting Officer)
  
  
  /s/ Philip E. Barak                                       Director                                    August 26, 1999
  ------------------------------------------------------
  Philip E. Barak
  
  /s/ H. Robert Gill                                        Director                                    August 26, 1999
  ------------------------------------------------------
  H. Robert Gill
  
  /s/ M. Thomas Hull                                        Director                                    August 26, 1999
  ------------------------------------------------------
  M. Thomas Hull
  
  /s/ Fred F. Nazem                                         Director                                    August 26, 1999
  ------------------------------------------------------
  Fred F. Nazem
  </TABLE>
  
  
  
  
                                         5.
  <PAGE>   6
  
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                            DESCRIPTION                                    SEQUENTIAL PAGE NUMBER
  <S>          <C>                                                                 <C>
  5.1          Opinion of Cooley Godward LLP
  
  23.1         Consent of KPMG LLP
  
  23.2         Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement
  
  24           Power of Attorney is contained on the signature pages.
  
  99.4         1996 Equity Incentive Plan, as amended as of January 26, 1999.
  
  99.5         Employee Stock Purchase Plan, as amended as of January 26, 1999.
  
  99.6         1998 Non-Officer Stock Option Plan, as amended as of June 25, 1999.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16239}]
metadata_filer: {"company-data": {"conformed-name": "SPATIAL TECHNOLOGY INC", "cik": "0000852437", "assigned-sic": "7372", "irs-number": "841035353", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85939", "film-number": "99699975"}, "business-address": {"street1": "2425 55TH STREET", "street2": "STE 100", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3034490649"}, "mail-address": {"street1": "2425 55TH STREET", "street2": "STE 100", "city": "BOULDER", "state": "CO", "zip": "80301"}}
text: 1
  
       As filed with the Securities and Exchange Commission on August 26, 1999
                                                      Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                               SPATIAL TECHNOLOGY INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                 ------------------
  
          Delaware                                        84-1035353
  ------------------------                    ------------------------------------
  (State of Incorporation)                    (I.R.S. Employer Identification No.)
  
                                 ------------------
  
                            2425 55th Street, Suite 100
                               Boulder, Colorado 80301
                                   (303) 544-2900
                      ----------------------------------------
                      (Address of principal executive offices)
  
                                 ------------------
  
                             1996 Equity Incentive Plan
                            Employee Stock Purchase Plan
                         1998 Non-Officer Stock Option Plan
  
                                 ------------------
  
                              (Full title of the plans)
  
                                   R. Bruce Morgan
                        President and Chief Executive Officer
                               Spatial Technology Inc.
                             2425 55th Street, Suite 100
                               Boulder, Colorado 80301
                                   (303) 544-2900
        -------------------------------------------------------------------
        (Name, address, including zip code, and telephone number, including
                          area code, of agent for service)
  
                                 ------------------
  
                                     Copies to:
                               Michael L. Platt, Esq.
                                 Cooley Godward LLP
                          2595 Canyon Boulevard, Suite 250
                            Boulder, Colorado 80302-6737
                                   (303) 546-4000
  
                                 ------------------
  
                                                                       Page 1 of 6
                                                           Exhibit Index at Page 6
  2
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================================
                                                        PROPOSED MAXIMUM          PROPOSED MAXIMUM
   TITLE OF SECURITIES TO        AMOUNT TO BE          OFFERING PRICE PER     AGGREGATE OFFERING PRICE    AMOUNT OF REGISTRATION
        BE REGISTERED           REGISTERED (1)             SHARE (2)                     (2)                       FEE
  --------------------------------------------------------------------------------------------------------------------------------
  Stock Options and Common
  Stock (par value $.01)                   480,000                   $3.5625                 $1,710,000                   $475.38
  ================================================================================================================================
  (1)      Comprised of 225,000, 125,000 and 130,000 shares of Common Stock to be
           registered under the 1996 Equity Incentive Plan, as amended, the
           Employee Stock Purchase Plan, as amended, and the 1998 Non-Officer
           Stock Option Plan, as amended, respectively.
  
  (2)      Estimated solely for the purpose of calculating the amount of the
           registration fee, pursuant to Rules 457(c) and 457(h)(1) under the
           Securities Act of 1933, as amended (the "Act"). The offering price per
           share and aggregate offering price are based on (a) the weighted
           average exercise price for shares subject to options previously granted
           under the Registrant's 1996 Equity Incentive Plan, as amended, and the
           1998 Non-Officer Stock Option Plan, as amended, and (b) the price per
           share and aggregate offering price based upon the average of the high
           and low prices of Registrant's Common Stock on August 23, 1999 as
           reported on the American Stock Exchange for shares issuable upon
           exercise of options available for grant under the 1996 Equity Incentive
           Plan, as amended, the Employee Stock Purchase Plan, as amended, and the
           1998 Non-Officer Stock Option Plan, as amended. The following chart
           illustrates the calculation of the registration fee:
  ==============================================================================================================================
             TYPE OF SHARES             NUMBER OF SHARES         OFFERING PRICE PER SHARE           AGGREGATE OFFERING PRICE
      ------------------------------------------------------------------------------------------------------------------------------
  Shares issuable pursuant to
      options outstanding under
      the 1996 Equity Incentive             168,757                    $4.2745 (a)                          $721,351.80
      Plan, as amended, and the
      1998 Non-Officer Stock
      Option Plan, as amended.
      ------------------------------------------------------------------------------------------------------------------------------
      Shares issuable upon
      exercise of options
      available for grant under
      the 1996 Equity Incentive             311,243                    $3.5625 (b)                        $1,108,803.18
      Plan, as amended, the 1998
      Non-Officer Stock Option
      Plan, as amended, and the
      Employee Stock Purchase
      Plan, as amended
      ------------------------------------------------------------------------------------------------------------------------------
      Proposed Maximum Aggregate                                                                             $1,710,000
      Offering Price
      ------------------------------------------------------------------------------------------------------------------------------
                                                                                                              x .000278
  
      ------------------------------------------------------------------------------------------------------------------------------
      Registration Fee                                                                                          $475.38
      ==============================================================================================================================
  (a) Weighted average exercise price.
  
           (b) American Stock Exchange average of the high and low prices of the
  Registrant's Common Stock on August 23, 1999.
  
  ================================================================================
           Approximate date of commencement of proposed sale to the public: As
  soon as practicable after this Registration Statement becomes effective.
  
  ================================================================================
  
                                         2.
  3
  
                                       PART I
  
  ITEM 1.  PLAN INFORMATION
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
           Not required to be filed with this Registration Statement.
  
                                       PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed by Spatial Technology Inc., a Delaware
  corporation (the "Company" or the "Registrant"), with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference into this
  Registration Statement:
  
           (a) The Registration Statement on Form S-8 No. 333-14429 filed on
  October 18, 1996;
  
           (b) The Registration Statement on Form S-8 No. 333-56079 filed on June
  4, 1998;
  
           (c) The Registration Statement on Form S-8 No. 333-59569 filed on July
  22, 1998;
  
           (d) The Company's latest annual report on Form 10-KSB for the fiscal
  year ended December 31, 1998;
  
           (e) The Company's latest quarterly report on Form 10-QSB for the
  quarter ended March 31, 1999;
  
           (f) The Company's latest quarterly report on Form 10-QSB for the
  quarter ended June 30, 1999;
  
           (g) A description of the Company's Common Stock, which is contained in
  the Form 8-A Registration Statement filed on October 16, 1996; and
  
           (h) All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
  of 1934, as amended (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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
  Not required to be filed with this Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
  Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  Not required to be filed with this Registration Statement.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
  Not applicable.
  
                                         3.
  4
  
  ITEM 8.  EXHIBITS
  
                                      EXHIBITS
  EXHIBIT
      NUMBER
      -------
  3(i).3*             Restated Certificate of Incorporation of the Company.
  
      3(ii).5*            By-laws of the Company.
  
      4.1*                Reference is made to Exhibits 3(i).1 through 3(ii).2.
  
      4.2*                Specimen Stock Certificate
  
      5.1                 Opinion of Cooley Godward LLP.
  
      23.1                Consent of KPMG LLP.
  
      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.
  
      99.4                1996 Equity Incentive Plan as amended.
  
      99.5                Employee Stock Purchase Plan as amended.
  
      99.6                1998 Non-Officer Stock Option Plan as amended.
  *             Incorporated by reference to the Company's Registration
                    Statement on Form SB-2, File No. 333-5416-D, as amended.
  
  ITEM 9.  UNDERTAKINGS
  
  Not required to be filed with this Registration Statement.
  
                                         4.
  5
  
  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 Boulder, State of Colorado, on August 26, 1999.
  
                                          SPATIAL TECHNOLOGY INC.
  
                                          By: /s/ R. Bruce Morgan
                                             -------------------------------------
                                             R. Bruce Morgan
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints R. Bruce Morgan and Richard M. Sowar, and
  each or any one of them, his true and lawful attorney-in-fact and agent, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file the same,
  with all exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done in connection therewith,
  as fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents, or any of
  them, or their or his substitutes or substitute, may lawfully do or cause to be
  done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                                 TITLE                                       DATE
  /s/ Richard M. Sowar                                      Chief Technical Officer and Chairman        August 26, 1999
  ------------------------------------------------------    of the Board of Directors
  Richard M. Sowar
  
                                                            President, Chief Executive Officer
  /s/ R. Bruce Morgan                                       Director (Principal Executive and           August 26, 1999
  ------------------------------------------------------    Financial Officer)
  R. Bruce Morgan
  
  /s/ Todd S. Londa                                         Vice President, Administration,             August 26, 1999
  ------------------------------------------------------    Corporate Controller and Secretary
  Todd S. Londa                                             (Principal Accounting Officer)
  
  /s/ Philip E. Barak                                       Director                                    August 26, 1999
  ------------------------------------------------------
  Philip E. Barak
  
  /s/ H. Robert Gill                                        Director                                    August 26, 1999
  ------------------------------------------------------
  H. Robert Gill
  
  /s/ M. Thomas Hull                                        Director                                    August 26, 1999
  ------------------------------------------------------
  M. Thomas Hull
  
  /s/ Fred F. Nazem                                         Director                                    August 26, 1999
  ------------------------------------------------------
  Fred F. Nazem
  5.
  6
  
                                   EXHIBIT INDEX
  EXHIBIT
  NUMBER                            DESCRIPTION                                    SEQUENTIAL PAGE NUMBER
  5.1          Opinion of Cooley Godward LLP
  
  23.1         Consent of KPMG LLP
  
  23.2         Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement
  
  24           Power of Attorney is contained on the signature pages.
  
  99.4         1996 Equity Incentive Plan, as amended as of January 26, 1999.
  
  99.5         Employee Stock Purchase Plan, as amended as of January 26, 1999.
  
  99.6         1998 Non-Officer Stock Option Plan, as amended as of June 25, 1999.