Does the
PSU have the 12V P4 connector? if so then that
PSU is more than up to the task and then some.
The
ram won't prevent you overclocking, as it's easy enough to limit the memory speed while still increasing the bus speed, don't know how much the memory it self will overclock, but if it's DDR400 CL2 then it can probably handle a decent overclock with some extra voltage
You will probably need a floppy for the sata drivers, unless you have a slipstreamed install disk with the latest service packs and drivers