PACKETEER INC S-1

S-1

FORM S-1

EX-1.1

UNDERWRITING AGREEMENT

EX-3.1

REGISTRANT'S AMENDED CERTIFICATE OF INCORPORATION

EX-3.2

REGISTRANT'S AMENDED AND RESTATED BYLAWS

EX-4.2

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

EX-10.1

LEASE AGREEMENT DATED AUGUST 25, 1997

EX-10.2

OEM AGREEMENT WITH ADC TELECOMMUNICATIONS, INC.

EX-10.3

RESELLER AGREEMENT DATED MAY 7, 1999

EX-10.4

LOAN AND SECURITY AGREEMENT DATED JANUARY 1, 1999

EX-10.5

EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT

EX-10.6

SUBORDINATED LOAN AND SECURITY AGREEMENT

EX-10.7

MASTER LEASE AGREEMENT DATED JUNE 3, 1997

EX-10.8

REGISTRANT'S 1996 EQUITY INCENTIVE PLAN

EX-10.9

REGISTRANT'S 1999 STOCK INCENTIVE PLAN

EX-10.10

REGISTRANT'S 1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.11

FORM OF INDEMNITY AGREEMENT

EX-21.1

SUBSIDIARIES

EX-23.1

INDEPENDENT AUDITORS' CONSENT

EX-27.1

FINANCIAL DATA SCHEDULE