ALTEON WEBSYSTEMS INC S-1

S-1

FORM S-1

EX-3.1

AMENDED & RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

AMENDED & RESTATED CERTIFICATE OF INCORPORATION

EX-3.3

BYLAWS OF THE REGISTRANT

EX-3.4

AM. & RESTATED BYLAWS OF REGISTRANT

EX-4.2

INVESTOR RIGHTS AGREEMENT

EX-10.1

FORM OF INDEMNITY AGREEMENT

EX-10.2

1999 EQUITY INCENTIVE PLAN

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

LICENSE & STOCK PURCHASE AGREEMENT

EX-10.5

LOAN & SECURITY AGREEMENT

EX-10.6

EQUIPMENT LEASE AGREEMENT

EX-10.7

LEASE AGREEMENT DATED DECEMBER 24, 1997

EX-10.8

SUBLEASE DATED APRIL 7, 1999

EX-10.9

MEMO. BETWEEN INT'L MANUFACTURING SERV. & ALTEON

EX-10.10

OFFER LETTER FROM REGISTRANT TO MR. JOE T. BOOKER

EX-10.11

OFFER LTR FROM REGISTRANT TO MR. BARTON BURSTEIN

EX-10.12

OFFER LETTER FROM REGISTRANT TO MS. SELINA LO

EX-10.13

OFFER LETTER FROM REGISTRANT TO MR. DOMINIC P. ORR

EX-10.14

OFFER LTR FROM REGISTRANT TO MR. SHIRISH SATHAYE

EX-21.1

LIST OF SUBSIDIARIES

EX-23.1

CONSENT OF DELOITTE & TOUCHE LLP

EX-27.1

FINANCIAL DATA SCHEDULE