SOMERA COMMUNICATIONS INC S-1

S-1

FORM S-1

EX-3.1

CERTIFICATE OF INCORPORATION OF SOMERA

EX-3.2

FORM OF AM. & RESTATED CERTIFICATE OF INC.

EX-3.3

BYLAWS OF SOMERA COMMUNICATIONS

EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

EX-10.2

1999 STOCK OPTION PLAN

EX-10.3

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.4

1999 DIRECTOR OPTION PLAN

EX-10.5

LOAN AGREEMENT

EX-10.6

SECURITY AGREEMENT

EX-10.7

EMPLOYMENT AGREEMENT OF JEFFREY MILLER

EX-10.8

EMPLOYMENT AGREEMENT OF GARY OWEN

EX-10.9

LEASE DATED JANUARY 20, 1998

EX-10.10

1ST AMENDMENT TO LEASE DATED FEBRUARY 2, 1998

EX-10.11

2ND AMENDMENT TO LEASE DATED FEBRUARY 1, 1999

EX-10.13

SUBLEASE, DATED JANUARY 30, 1999

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE