Schedule 14A


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SCHEDULE 14A

(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]

Check the appropriate box:

[_] Preliminary proxy statement

[X] Definitive proxy statement

[_] Definitive additional materials

[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ALIGN TECHNOLOGY, INC.

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(Name of Registrant as Specified in Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-

11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed

pursuant to Exchange Rule 0-11 (Set forth the amount on which the
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:

N/A
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[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule

0-11(a)(2) and identify the filing for which the offsetting fee was paid

previously. Identify the previous filing by registration statement number,

or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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ALIGN TECHNOLOGY, INC.

851 Martin Avenue

Santa Clara, CA 95050

(408) 470-1000
---------------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2001

---------------------------------------------
TO THE STOCKHOLDERS OF ALIGN TECHNOLOGY, INC.:
The annual meeting of stockholders of ALIGN TECHNOLOGY, INC., a Delaware

corporation (the "Company"), will be held on Tuesday, May 15, 2001 at 2:00

p.m., local time, at 881 Martin Avenue, Santa Clara, California for the

following purposes:
1. To elect six members of the Company's Board of Directors to serve until

the Company's annual meeting following the end of fiscal year 2001 or

until their successors are duly elected and qualified;
2. To ratify the appointment of the firm of PricewaterhouseCoopers LLP as

independent accountants of the Company for the fiscal year ending 2001;

and
3. To transact such other business as may properly come before the annual

meeting and any adjournment or postponement thereof.
The foregoing matters are described in more detail in the enclosed proxy

statement. The Board of Directors has fixed the close of business on March 19,

2001 as the record date for the determination of the stockholders entitled to

notice of, and to vote at, the annual meeting and any postponement or

adjournment thereof. Only those stockholders of record of the Company as of the

close of business on that date will be entitled to vote at the annual meeting

or any postponement or adjournment thereof. A list of stockholders entitled to

vote at the annual meeting will be available for inspection at the executive

offices of the Company.
All stockholders are cordially invited to attend the meeting in person.

Whether or not you plan to attend, please sign and return the enclosed proxy as

promptly as possible in the envelope enclosed for your convenience. Should you

receive more than one proxy because your shares are registered in different

names and addresses, each proxy should be signed and returned to assure that

all of your shares will be voted. You may revoke your proxy at any time prior

to the annual meeting. If you attend the annual meeting and vote by ballot,

your proxy will be revoked automatically and only your vote at the annual

meeting will be counted.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE

ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED

ENVELOPE.
By Order of the Board of Directors,

/s/ Kelsey Wirth

Kelsey Wirth

President and Secretary
Santa Clara, California

April 13, 2001
ALIGN TECHNOLOGY, INC.

851 Martin Avenue

Santa Clara, CA 95050

(408) 470-1000
-----------------

PROXY STATEMENT

-----------------
Your vote at the annual meeting is important to us. Please vote your shares

of common stock by completing the enclosed proxy card and returning it to us in

the enclosed envelope. This proxy statement has information about the annual

meeting and was prepared by our management for the board of directors. This

proxy statement and the accompanying proxy card are first being mailed to you

on or about April 13, 2001.
GENERAL INFORMATION ABOUT VOTING
Who can vote?
You can vote your shares of common stock if our records show that you owned

the shares on March 19, 2001. A total of 47,791,531 shares of common stock can

vote at the annual meeting. You get one vote for each share of common stock.

The enclosed proxy card shows the number of shares you can vote.
How do I vote by proxy?
Follow the instructions on the enclosed proxy card to vote on each proposal

to be considered at the annual meeting. Sign and date the proxy card and mail

it back to us in the enclosed envelope. If the proxy card is properly signed

and returned, the proxyholders named on the proxy card will vote your shares as

you instruct. If you sign and return the proxy card but do not vote on a

proposal, the proxyholders will vote for you on that proposal. Unless you

instruct otherwise, the proxyholders will vote FOR each of the six director

nominees and FOR each of the other proposals to be considered at the meeting.
What if other matters come up at the annual meeting?
The matters described in this proxy statement are the only matters we know

will be voted on at the annual meeting. If other matters are properly presented

at the meeting, the proxyholders will vote your shares as they see fit.
Can I change my vote after I return my proxy card?
Yes. At any time before the vote on a proposal, you can change your vote

either by filing with our Secretary at our principal executive offices at 851

Martin Avenue, Santa Clara, CA 95050, a written notice revoking your proxy card

or by signing, dating and returning to us a new proxy card. We will honor the

proxy card with the latest date. You may also revoke your proxy by attending

the annual meeting and voting in person.
Can I vote in person at the annual meeting rather than by completing the proxy

card?
Although we encourage you to complete and return the proxy card to ensure

that your vote is counted, you can attend the annual meeting and vote your

shares in person.
What do I do if my shares are held in "street name"?
If your shares are held in the name of your broker, a bank, or other

nominee, that party should give you instructions for voting your shares.
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How are votes counted?
We will hold the annual meeting if holders of a majority of the shares of

common stock entitled to vote either sign and return their proxy cards or

attend the meeting. If you sign and return your proxy card, your shares will be

counted to determine whether we have a quorum even if you abstain or fail to

vote on any of the proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell the

nominee how to vote your shares (so-called "broker nonvotes"), the nominee can

vote them as it sees fit only on matters that are determined to be routine, and

not on any other proposal. Broker nonvotes will be counted as present to

determine if a quorum exists but will not be counted as present and entitled to

vote on any nonroutine proposal.
Who pays for this proxy solicitation?
The Company will bear the entire cost of solicitation, including the

preparation, assembly, printing and mailing of this proxy statement, the proxy

and any additional solicitation materials furnished to the stockholders. Copies

of solicitation materials will be furnished to brokerage houses, fiduciaries

and custodians holding shares in their names that are beneficially owned by

others so that they may forward this solicitation material to such beneficial

owners. In addition, the Company may reimburse such persons for their costs in

forwarding the solicitation materials to such beneficial owners. The original

solicitation of proxies by mail may be supplemented by a solicitation by

telephone, facsimile, email or other means by directors, officers or employees

of the Company. No additional compensation will be paid to these individuals

for any such services. Except as described above, the Company does not

presently intend to solicit proxies other than by mail.
STOCKHOLDER PROPOSALS
To be included in the proxy statement and form of proxy relating to the

annual meeting to be held in 2002, a stockholder proposal must be received by

Kelsey Wirth, President and Secretary, Align Technology, Inc., 851 Martin

Avenue, Santa Clara, CA 95050 no later than December 14, 2001. If the Company

is not notified of a stockholder proposal by February 28, 2002, then the proxy

solicited by the board of directors for the 2002 annual meeting will confer

discretionary authority to vote against such stockholder proposals.
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PROPOSAL NO. 1:
ELECTION OF DIRECTORS
At the annual meeting, six directors (constituting the entire board) are to

be elected to serve until the next annual meeting of stockholders and until a

successor for such director is elected and qualified, or until the death,

resignation or removal of such director. It is intended that the proxies will

be voted for the six nominees named below for election to the Company's Board

of Directors unless authority to vote for any such nominee is withheld. There

are six nominees, each of whom is currently a director of the Company. Each

person nominated for election has agreed to serve if elected, and the Board of

Directors has no reason to believe that any nominee will be unavailable or will

decline to serve. In the event, however, that any nominee is unable or declines

to serve as a director at the time of the annual meeting, the proxies will be

voted for any nominee who is designated by the current Board of Directors to

fill the vacancy. Unless otherwise instructed, the proxyholders will vote the

proxies received by them for the nominees named below. The proxies solicited by

this proxy statement may not be voted for more than six nominees.
NOMINEES
The directors of the Company, and their ages as of March 19, 2001, are as

follows:

Name Age Position

---- --- --------
Zia Chishti........ 29 Chief Executive Officer and Chairman of the Board

Kelsey Wirth....... 31 President, Secretary and Director

H. Kent Bowen (1).. 59 Director

Brian Dovey

(1)(2)............ 59 Director

Joe Lacob (2)...... 43 Director

Mark Logan (1)(2).. 62 Director
--------

(1) Member of compensation committee.
(2) Member of audit committee.
DIRECTORS TO BE ELECTED AT THE 2001 ANNUAL MEETING
Zia Chishti is one of our founders and has served as our Chief Executive

Officer and the Chairman of our Board of Directors since inception. From July

1992 to September 1995, Mr. Chishti worked for Morgan Stanley's investment

banking division. Mr. Chishti received his M.B.A. from Stanford University's

Graduate School of Business and his B.S. and B.A. from Columbia College.
Kelsey Wirth is one of our founders and has served as our President and

Secretary and as a director since inception. From 1993 to 1995, Ms. Wirth

worked for the Environmental Working Group and World Resources Institute as an

environmental consultant, and in 1992 she worked for the Lamm Senate campaign

as director of constituency outreach. Ms. Wirth received her M.B.A. from

Stanford University's Graduate School of Business and her B.A. from Harvard

College.
H. Kent Bowen has served as a director since May 2000. Mr. Bowen has been

the Bruce Rauner Professor in Business Administration at Harvard University's

Graduate School of Business Administration since 1992. Professor Bowen's

current research and teaching is in the field of operations and technology

management. From 1975 to 1992, Professor Bowen was the Ford Professor of

Engineering at the Massachusetts Institute of Technology, where he was the

founder of Leaders for Manufacturing, a joint research and education program

developed by M.I.T.'s School of Engineering and the Sloan School of Management.

At M.I.T., Professor Bowen's research focused on advanced materials, materials

processing, technology management and manufacturing. Professor Bowen is a

member of the National Academy of Engineering and the American Academy of Arts

and Sciences, a fellow of the American Association for the Advancement of

Science, and a member of several
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professional societies. He serves as a director of Ceramics Process Systems, a

developer of thermal solutions, and for a number of private companies. He

received his Ph.D. from M.I.T. in Engineering, and his B.S. from the University

of Utah.
Brian Dovey has served as a director since July 1998. Mr. Dovey has been a

Managing Member of Domain Associates, L.L.C., a venture capital firm, since

1988. Since joining Domain, he has served as Chairman of Athena Neurosciences,
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