CERENT CORP S-1

S-1

FORM S-1

EX-1.1

FORM OF UNDERWRITING AGREEMENT

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORP

EX-3.2

FORM OF AMENDED AND CERT OF INCORPORATION

EX-3.3

BYLAWS OF CERENT

EX-3.4

PROPOSED BYLAWS OF CERENT

EX-10.1

1997 STOCK PLAN

EX-10.2

1999 STOCK PLAN

EX-10.3

1999 EMPLOYEE STOCK PURHCASE PLAN

EX-10.4

1999 DIRECTORS' STOCK OPTION PLAN

EX-10.5

FORM OF INDEMNIFICATION AGREEMENT

EX-10.6

AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT

EX-10.7

PROMISSORY NOTE AND SECURITY AGREEMENT

EX-10.8

PROMISSORY NOTES AND PLEDGE AND SECURITY AGREEMENT

EX-10.9

PROMISSORY NOTE AND PLEDGE SECURITY AGREEMENT

EX-10.13

FULL SERVICE LEASE

EX-10.14

NET LEASE DATED 3/30/1999

EX-10.15

STANDARD SUBLEASE DATED 3/30/1999

EX-10.16

PURCHASE AGREEMENT

EX-10.17

MANUFACTURING AGREEMENT

EX-10.18

CUSTOM PRODUCT DEVELOPMENT

EX-10.19

AGREEMENT DATED 5/19/1999

EX-10.20

OFFER LETTER

EX-16.1

CHANGE IN INDEPENDENT ACCOUNTANTS

EX-23.1

CONSENT OF INDEPENDENT AUDITORS

EX-27.1

FINANCIAL DATA SCHEDULE (6-MOS PERIODS)

EX-27.2

FINANCIAL DATA SCHEDULE (YEAR PERIODS)