<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-KA
                            ------------------------
     [X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                        COMMISSION FILE NUMBER 333-87267
                            ------------------------

                              POET HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      94-3221778
          (STATE OF INCORPORATION)                (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>

                            ------------------------
                            999 BAKER WAY, SUITE 200
                          SAN MATEO, CALIFORNIA 94404
                                 (650) 286-4640
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.001
                                   PAR VALUE

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.  Yes [X]  No [ ]

     Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $42,792,000 as of April 2, 2001, based upon the
closing price on the Neuer Markt of the Frankfurt Stock Exchange reported for
such data. This calculation does not reflect a determination that certain
persons are affiliates of the Registrant for any other purpose.

     The number of shares outstanding of each of the issuer's classes of common
equity, as of April 2, 2001, was as follows: 10,818,429 shares of Common Stock,
$0.001 par value.

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<PAGE>   2

                                    PART III

                             ELECTION OF DIRECTORS

     ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

     The information required by this item concerning the Company's executive
officers, directors and control persons is contained in Part III of our form
10-K as previously filed.

BOARD MEETINGS AND COMMITTEES

     The Board of Directors of the Company held a total of 9 meetings during the
fiscal year ended December 31, 2000. No director serving during such fiscal year
attended fewer than 50% of the aggregate of all meetings of the Board of
Directors and the committees of the Board upon which such director served. The
Board of Directors has two committees: the Audit Committee and the Compensation
Committee.

THE AUDIT COMMITTEE

     The Audit Committee of the Board of Directors, which consists of directors
Dr. Kohler and Jerome Lecoeur, was established on September 15, 1999 and met 3
times in the last fiscal year. The Audit Committee recommends engagement of the
Company's independent public accountants. In addition, the Audit Committee is
primarily responsible for approving the services performed by the Company's
independent public accountants and for reviewing and evaluating the Company's
accounting procedures and its system of internal accounting controls.

THE COMPENSATION COMMITTEE

     The Compensation Committee of the Board of Directors, which consists of Dr.
Kohler and Jerome Lecoeur, met 1 time during the last fiscal year. The
Compensation Committee reviews and recommends to the Board of Directors the
compensation of all of our officers and directors, including stock compensation
and loans, and establishes and reviews general policies relating to the
compensation of the Company's employees.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the SEC). Such officers, directors and ten-percent stockholders are also
required by SEC rules to furnish the Company with copies of all forms that they
file pursuant to Section 16(a). A late report on Form 4 was filed by David
Guinther in December 2000 with respect to his exercise of a stock option in May
2000. A late report on Form 4 was filed by Michael Hogan in April 2000 with
respect to his exercise of a stock option in January 2000. A late report on Form
4 was filed by Jerry Wong in April 2000 with respect to his exercise of a stock
option in January 2000. A late report on Form 4 was filed by Carol Curry in
April 2000 with respect to her exercise of a stock option in January 2000. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that, other
than the exceptions described in this paragraph, during fiscal 2000 all
executive officers and directors of the Company complied with all applicable
filing requirements.

ITEM 11.  EXECUTIVE COMPENSATION

     The following Summary Compensation Table sets forth certain information
regarding the compensation of the Chief Executive Officer of the Company and the
five next most highly compensated executive officers of the Company (the Named
Executive Officers) for services rendered in all capacities to the Company in
the fiscal years ended December 31, 1999 and December 31, 2000.

                                        1
<PAGE>   3

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                            LONG-TERM
                                                                           COMPENSATION
                                                                              AWARDS
                                                                           ------------
                                                 ANNUAL COMPENSATION        SECURITIES
                                     FISCAL   --------------------------    UNDERLYING        ALL OTHER
NAME AND PRINCIPAL POSITIONS          YEAR    SALARY($)(A)   BONUS($)(A)    OPTIONS(#)    COMPENSATION($)(A)
----------------------------         ------   ------------   -----------   ------------   ------------------
<S>                                  <C>      <C>            <C>           <C>            <C>
Dirk Bartels.......................   2000      $223,774       $10,000            --            $1,535(e)
  President and Chief Executive
     Officer                          1999       214,793           325                             433(e)
David Guinther.....................   2000       216,373(b)                   10,000               120(e)
  Vice President of Sales             1999       231,419(g)        325        40,000               303(e)
Robert Helgerth....................   2000       151,405(c)         --            --             5,525(f)
  Vice President of European Sales
  and Marketing
Michael Hogan......................   2000       160,000        48,500        37,500               108(e)
  Vice President of Corporate         1999       119,731        27,825                             433(e)
  Development
Jochen Witte.......................   2000       117,659(d)         --            --             6,821(f)
  Chief Financial Officer,
     Executive                        1999       162,618(h)         --                          14,000(f)
  Vice President of European
  Operations and General Manager
Jerry Wong.........................   2000       160,000        25,000            --               180(e)
  Executive Vice President of U.S.    1999       150,000           325        20,000               433(e)
  Operations and Vice President
  of Finance
</TABLE>

---------------
(a) For Mssrs. Bartels, Helgerth and Witte, such amounts include U.S. dollar
    amounts converted from Deutsche Mark based on an exchange rate of DM2.12 to
    the dollar, the average exchange rate for 2000, and an exchange rate of
    DM1.84 to the dollar, the average exchange rate for 1999.

(b) Includes $72,373 earned as commissions.

(c) Includes $35,484 earned as commissions.

(d) Includes $25,103 earned as commissions.

(e) Consists of premiums paid by us for term life insurance.

(f) Represents the dollar value of the benefit to the executive officer for the
    company-sponsored automobile and of the remainder of a premium paid by us
    for term life insurance.

(g) Includes $106,419 earned as commissions.

(h) Includes $70,107 earned as commissions.

     OPTION GRANTS IN LAST FISCAL YEAR.  The following table sets forth
information with respect to stock options granted to each of the named executive
officers during the fiscal year ended December 31, 2000. All of these options
were granted under our 1995 Stock Plan and have a term of 10 years, subject to
earlier termination in the event the optionees' services to us cease.
See -- Incentive Stock Plans for a description of material terms of these
options. In accordance with the rules of the U.S. Securities and Exchange
Commission, also shown below is the potential realizable value over the term of
the option, the period from the grant date to the expiration date, based on
assumed rates of stock appreciation of 5% and 10%, compounded annually. These
amounts are based on assumed rates of appreciation and do not represent our

                                        2
<PAGE>   4

estimate of our future stock price. Actual gains, if any, on stock option
exercises will be dependent on the future performance of our common stock.

                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                                         POTENTIAL REALIZABLE
                                                                                           VALUE AT ASSUMED
                              NUMBER        PERCENT OF                                          ANNUAL
                                OF        TOTAL OPTIONS                                     RATES OF STOCK
                            SECURITIES      GRANTED TO                                       APPRECIATION
                            UNDERLYING      EMPLOYEES         EXERCISE                    FOR OPTION TERM(3)
                             OPTIONS          DURING           PRICE       EXPIRATION   -----------------------
NAME                        GRANTED(#)      PERIOD(1)       ($/SHARE)(2)      DATE          5%          10%
----                        ----------   ----------------   ------------   ----------   ----------   ----------
<S>                         <C>          <C>                <C>            <C>          <C>          <C>
Dirk Bartels..............        --            --                 --             --            --           --
David Guinther............    10,000           1.6              14.39         8/8/10    $   90,498   $  229,340
Robert Helgerth...........        --            --                 --             --            --           --
Michael Hogan.............    25,000           3.9              65.17       12/31/09    $1,024,627   $2,596,605
                              12,500           2.0              14.39        6/30/10    $  113,122   $  286,674
Jochen Witte..............        --            --                 --             --            --           --
Jerry Wong................        --            --                 --             --            --           --
</TABLE>

---------------
(1) Based on an aggregate of 635,420 options we granted under the 1995 Stock
    Plan during the fiscal year ended December 31, 2000, to employees of and
    consultants to POET Holdings, including the named executive officers.

(2) Options were granted at an exercise price equal to the fair market value of
    the Company's Common Stock, as determined by reference to the closing price
    reported on the Neuer Markt of the Frankfurt Stock Exchange or the date of
    grant, or as determined by the Board of Directors prior to the Company's
    securities being traded on the Neuer Markt of the Frankfurt Stock Exchange.
    The Board of Directors based its determination on the Company's financial
    results and prospects or the share price derived for arms-length
    transactions.

(3) Potential realizable values are (i) net of exercise price before taxes, (ii)
    based on the assumption that the Common Stock of the Company appreciates at
    the annual rate shown (compounded annually) from the date of grant until the
    expiration of the ten-year option term, (iii) based on the assumption that
    the option is exercised at the exercise price and sold on the last day of
    its term at the appreciated price and converted from euros to U.S. dollars
    at an exchange rate reported by The Wall Street Journal for December 31,
    2000 of $0.942 per euro. These numbers are calculated based on the
    requirements promulgated by the Commission and do not reflect the Company's
    estimate of future stock price growth.

                                        3
<PAGE>   5

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

     The following table sets forth stock option exercises and the value of
unexercised stock options held by the named executive officers during the last
fiscal year.

<TABLE>
<CAPTION>
                                                         NUMBER OF SECURITIES      VALUE OF UNEXERCISED
                                                        UNDERLYING UNEXERCISED         IN-THE-MONEY
                                                       OPTIONS AT DECEMBER 31,          OPTIONS AT
                           SHARES          VALUE                 2000              DECEMBER 31, 2000(2)
                          ACQUIRED        REALIZED     ------------------------    ---------------------
NAME                   ON EXERCISE(#)      ($)(1)       VESTED        UNVESTED     VESTED       UNVESTED
----                   --------------    ----------    --------      ----------    -------      --------
<S>                    <C>               <C>           <C>           <C>           <C>          <C>
Dirk Bartels.........          --        $       --         --             --      $    --      $     --
David Guinther.......      21,597         1,136,942      8,941         34,962       58,629       199,973
Robert Helgerth......          --                --     29,166         70,834           --            --
Michael Hogan........      56,200         1,419,612      6,250         31,250           --            --
Jochen Witte (3).....          --                --        562            438        4,951         3,113
Jerry Wong...........      32,500           237,883      5,416         22,084           --        77,175
</TABLE>

---------------
(1) Market value of the Company's Common Stock at the exercise date minus the
    exercise price.

(2) Market value of the Company's Common Stock at fiscal year-end minus the
    exercise price. The market value of the Company's Common Stock on December
    31, 2000, was $10.84 per share, based on an exchange rate of $0.942 per 1.00
    euro, the exchange rate in effect on December 29, 2000, as reported by The
    Wall Street Journal.

(3) Includes 1,000 options granted to Mrs. Witte, an employee.

DIRECTOR COMPENSATION

     In fiscal year 2000, members of the Board of Directors were not compensated
in cash for their services as members of the Board of Directors, although they
were reimbursed for some of their expenses incurred in connection with
attendance at Board and Committee meetings.

     Under the Company's 1995 Stock Plan, nonemployee directors are eligible to
receive stock option grants at the discretion of the Board of Directors. In
addition, the Company's 1999 Director Stock Option Plan (the Director Option
Plan) was adopted by the Board of Directors on September 15, 1999, and was
approved by the stockholders on November 4, 1999. The Director Option Plan
provides for the automatic and non-discretionary grant of a non-statutory stock
option to purchase 20,000 shares of the Company's Common Stock to each
non-employee director on the later of the effective date of the Director Option
Plan or the date on which such person becomes a director. Thereafter, each
non-employee director will be automatically granted a non-statutory stock option
to purchase 5,000 shares of Common Stock on the date of each Annual Meeting of
Stockholders at which such non-employee director is reelected to serve on the
Board of Directors, if, on such date, he or she remains an outside director and
has served on the Board for at least the six months preceding the Annual
Meeting. The initial option grant vests 25% one year after the date of grant and
an additional 25% each anniversary of the date of grant thereafter, provided
that the optionee continues to serve as an outside director. Each subsequent
option grant shall vest 100% four years after the date of grant. Such plan
provides that the exercise price shall be equal to the fair market value of the
Common Stock on the date of grant of the options.

CHANGE OF CONTROL AND SEVERANCE AGREEMENTS

     We entered into an employment contract with Jorg Tewes on September 29,
1997, which provides that Mr. Tewes will serve as a managing director of POET
Software GmbH for a term ending on the last day of the month in which Mr. Tewes
turns 60 years old. Either Mr. Tewes or we may terminate this agreement at the
end of each calendar quarter by giving at least three months' written notice,
except that we can terminate
                                        4
<PAGE>   6

Mr. Tewes' employment with us sooner if he materially breaches his duties under
this agreement. As part of his remuneration, we granted Mr. Tewes options to
purchase 20,000 shares of our common stock, which vest over a four-year period
beginning on July 1, 1998.

     We entered into an employment contract with Jochen Witte on May 19, 1993,
which, as amended on September 10, 1998, provides that Mr. Witte will serve as
our managing director for a term ending on the last day of the month in which
Mr. Witte turns 60 years old. Either Mr. Witte or we may terminate this
agreement at the end of each calendar quarter by giving at least three months'
written notice, except that we can terminate Mr. Witte's employment with us
sooner if he materially breaches his duties under this agreement.

     We entered into a Change of Control Severance Agreement with Michael Hogan
on April 2, 1997, which provides that in the event Mr. Hogan's employment is
terminated within 12 months of a change of control of POET Holdings, the vesting
of his stock options will accelerate as to that number of options equal to that
number of options that would vest over the next 12 months.

     We entered into a Change of Control Severance Agreement with Carol Curry on
August 1, 1997, which provides that in the event Ms. Curry's employment is
terminated within 12 months of a change of control of POET Holdings, the vesting
of her stock options will accelerate as to that number of options equal to that
number of options that would vest over the next 12 months.

     We entered into a Change of Control Severance Agreement with Jerry Wong on
November 14, 1995, which provides that in the event Mr. Wong's employment is
terminated within 12 months of a change of control of POET Holdings, the vesting
of his stock options will accelerate as to that number of options equal to that
number of options that would vest over the next 12 months.

                                        5
<PAGE>   7

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of March 31, 2001, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
any person (including any group as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)), known by the
Company to be the beneficial owner of more than 5% of the Company's voting
securities, (ii) each director and each nominee for director to the Company,
(iii) each of the executive officers named in the Summary Compensation Table
appearing herein, and (iv) all current executive officers and directors of the
Company as a group. The number and percentage of shares beneficially owned are
based on the aggregate of 10,818,429 shares of Common Stock outstanding as of
March 31, 2001. The Company does not know of any arrangements, including any
pledge by any person of securities of the Company, the operation of which may at
a subsequent date result in a change of control of the Company.

<TABLE>
<CAPTION>
                                                              NUMBER OF    PERCENT OF
NAMES AND ADDRESSES OF BENEFICIAL OWNERS(1)                    SHARES        TOTAL
-------------------------------------------                   ---------    ----------
<S>                                                           <C>          <C>
OFFICERS AND DIRECTORS:
Dirk Bartels................................................    789,836       7.30%
David Guinther(2)...........................................     15,473          *
Robert Helgerth.............................................         --         --
Michael Hogan(3)............................................     43,799          *
Volker Smid.................................................         --         --
Jorg Tewes(4)...............................................     31,458          *
Jochen Witte(5).............................................    438,019       4.05%
Jerry Wong(6)...............................................     38,906          *
Gert Kohler(7)..............................................  1,162,935      10.93%
  c/o European Technologies Holding N.V
  De Biender 5
  NL-1852 ED Heiloo, The Netherlands
Jerome Lecoeur(8)...........................................    563,298       5.29%
  c/o INNOVACOM 1
  23 Rue Royale
  75008 Paris, France
All directors and executive officers as a group (11           3,197,963      30.04%
  persons)..................................................
5% STOCKHOLDERS:
European Technologies Holding N.V.(9).......................  1,102,444      10.36%
  De Biender 5
  NL-1852 ED Heiloo, The Netherlands
INNOVACOM 1(10).............................................    552,589       5.19%
  23 Rue Royale
  75008 Paris, France
El Dorado Ventures(11)......................................    552,672       5.19%
  2400 Sand Hill Road, Suite 200
  Menlo Park, CA 94025
Sigma Partners(12)..........................................    552,670       5.19%
  2884 Sand Hill Road, Suite 121
  Menlo Park, CA 94025
</TABLE>

---------------
  *  Represents less than 1%.

 (1) Unless otherwise indicated, the address of each officer, director or 5%
     stockholder is c/o POET Holdings, Inc., 999 Baker Way, Suite 200, San
     Mateo, California 94404.

 (2) Includes 12,579 shares issuable upon exercise of options held by Mr.
     Guinther exercisable within 60 days of March 31, 2000.

 (3) Includes 7,570 shares subject to right of repurchase by us, which lapses
     over time.

 (4) Includes 1,458 shares subject to right of repurchase by us, which lapses
     over time.

                                        6
<PAGE>   8

 (5) Includes 150,000 shares held by Mrs. Witte and 666 shares issuable upon
     exercise of an option held by Mrs. Witte exercisable within 60 days of
     March 31, 2000.

 (6) Includes 9,583 shares issuable upon exercise of options held by Mr. Wong
     exercisable within 60 days of March 31, 2000.

 (7) Comprised of 1,084,877 shares and a warrant to purchase 17,567 shares held
     by European Technologies Holding N.V., 48,393 shares held by
     Innovationsfonds Schleswig-Holstein & Hamburg GmbH and 12,098 shares held
     by TH Fonds VC GbmH. Dr. Kohler is a principal of each of European
     Technologies Holding N.V., Innovationsfonds Schleswig-Holstein & Hamburg
     GmbH and TH Fonds VC GbmH, and is a director of POET Holdings. Dr. Kohler
     disclaims beneficial ownership of shares held by European Technologies
     Holding N.V., Innovationsfonds Schleswig-Holstein & Hamburg GmbH and TH
     Fonds VC GmbH, except to the extent of his proportional interest in those
     entities.

 (8) Includes 543,682 shares held by INNOVACOM 1 and a warrant to purchase 8,907
     shares held by INNOVACOM 1. Mr. Lecoeur is an investment manager with
     INNOVACOM 1 and is a director of POET Holdings. Mr. Lecoeur disclaims
     beneficial ownership of shares held by INNOVACOM 1, except to the extent of
     his proportional interest in INNOVACOM 1.

 (9) Comprised of 1,084,877 shares and a warrant to purchase 17,567 shares held
     by European Technologies Holding N.V. Mr. Albertus G.J. Lucassen is the
     sole managing director of European Technologies Holding N.V. and thus may
     be deemed to have an indirect pecuniary interest in an indeterminate
     portion of the shares beneficially owned by European Technologies Holding
     N.V. Mr. Lucassen disclaims beneficial ownership of such shares except to
     the extent of his pecuniary interest therein.

(10) Includes 543,682 shares and a warrant to purchase 8,907 shares held by
     INNOVACOM 1. Mr. Denis Champenois is the sole general partner of INNOVACOM
     1 and thus may be deemed to have an indirect pecuniary interest in an
     indeterminate portion of the shares beneficially owned by INNOVACOM 1. Mr.
     Champenois disclaims beneficial ownership of such shares except to the
     extent of his pecuniary interest therein.

(11) Includes (i) 516,736 shares and a warrant to purchase 8,833 shares held by
     El Dorado Ventures III, L.P., (ii) 17,178 shares and a warrant to purchase
     193 shares held by El Dorado Technology IV, L.P., and (iii) 9,569 shares
     and a warrant to purchase 163 shares held by El Dorado C&L Fund, L.P. El
     Dorado Ventures III, L.P., El Dorado Technology IV, L.P. and El Dorado C&L
     Fund are affiliated with El Dorado Ventures. Ms. Bahles was a director of
     POET Holdings from April 7, 1995, to March 7, 2000, and is a general
     partner of El Dorado Ventures and may be deemed to control El Dorado
     Ventures III, L.P., El Dorado Technology IV, L.P. and El Dorado C&L Fund.
     Accordingly, Ms. Bahles may be deemed to have an indirect pecuniary
     interest in an indeterminate portion of the shares beneficially owned by El
     Dorado Ventures III, L.P., El Dorado Technology IV, L.P. and El Dorado C&L
     Fund. Ms. Bahles disclaims beneficial ownership of such shares except to
     the extent of her pecuniary interest therein.

(12) Includes (i) 475,965 shares and a warrant to purchase 7,207 shares held by
     Sigma Partners III, (ii) 59,333 shares and a warrant to purchase 1,783
     shares held by Sigma Associates III, and (iii) 8,184 shares and a warrant
     to purchase 198 shares held by Sigma Investors III. Sigma Partners III,
     Sigma Associates III and Sigma Investors III are affiliated with Sigma
     Partners. Mr. Jamieson was a director of POET Holdings from April 7, 1995,
     to December 1, 1999, and is a general partner of Sigma Partners and may be
     deemed to control Sigma Partners III, Sigma Associates III and Sigma
     Investors III. Accordingly, Mr. Jamieson may be deemed to have an indirect
     pecuniary interest in an indeterminate portion of the shares beneficially
     owned by Sigma Partners III, Sigma Associates III and Sigma Investors III.
     Mr. Jamieson disclaims beneficial ownership of such shares except to the
     extent of his pecuniary interest therein.

ITEM 13.  RELATED PARTY TRANSACTIONS

     In the Company's last fiscal year, there has not been nor is there
currently proposed any transaction or series of similar transactions to which
the Company was or is to be a party in which the amount involved

                                        7
<PAGE>   9

exceeds $60,000 and in which any director, executive officer, holder of more
than 5% of the common stock of the Company or any member of the immediate family
of any of the foregoing persons had or will have a direct or indirect material
interest other than (1) compensation agreements and other arrangements, which
are described where required in Change of Control and Severance Agreements and
(2) the transactions described below.

INDEMNIFICATION

     The Company has entered into indemnification agreements with each of its
directors and officers. These indemnification agreements require the Company to
indemnify its directors and officers to the fullest extent permitted by Delaware
law.

CONFLICT OF INTEREST POLICY

     The Company believes that all transactions with affiliates described above
were made on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties. The Company's policy is to require
that a majority of the independent and disinterested outside directors on the
Board approve all future transactions between POET and its officers, directors,
principal stockholders and their affiliates. Such transactions will continue to
be on terms no less favorable to the Company's than it could obtain from
unaffiliated third parties.

     All future transactions, including loans, between the Company and its
officers, directors, principal stockholders and their affiliates will be
approved by a majority of the Board, including a majority of the independent and
disinterested outside directors, and will continue to be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.

                                        8
<PAGE>   10

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed, on its behalf by the undersigned,
thereunto duly authorized.

                                          POET HOLDINGS, INC.

                                          By: /s/     DIRK BARTELS
                                            ------------------------------------
                                                        Dirk Bartels
                                                       President and
                                                  Chief Executive Officer

                                            Date: April 30, 2001

                                            Date: April 30, 2001

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                       NAME                                        TITLE                       DATE
                       ----                                        -----                       ----
<C>                                                  <S>                                  <C>

                         *                           President, Chief Executive           April 30, 2001
---------------------------------------------------    Officer and Director
                   Dirk Bartels

                         *                           Chief Financial Officer              April 30, 2001
---------------------------------------------------
                   Jochen Witte

                  /s/ JERRY WONG                     Executive Vice President of U.S.     April 30, 2001
---------------------------------------------------    Operations and Vice President
                    Jerry Wong                         of Finance (Principal Financial
                                                       and Accounting Officer)

                         *                           Director                             April 30, 2001
---------------------------------------------------
                    Gert Kohler

                         *                           Director                             April 30, 2001
---------------------------------------------------
                  Jerome Lecoeur

                         *                           Director                             April 30, 2001
---------------------------------------------------
                  Dr. Herbert May

               By: /s/ DIRK BARTELS                                                       April 30, 2001
  ----------------------------------------------
                   Dirk Bartels,
                (Attorney-in-fact)
</TABLE>

                                        9