<PAGE>   1
       As filed with the Securities and Exchange Commission on October 20, 2000
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                  APERIAN, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                           74-291167
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                              1121 EAST 7TH STREET
                               AUSTIN, TEXAS 78702
          (Address of principal executive offices, including zip code)


                     APERIAN, INC. 2000 STOCK INCENTIVE PLAN
                              (Full Title of Plans)

                                   ----------

                                 Robert J. Gibbs
                      President and Chief Executive Officer
                              1121 East 7th Street
                               Austin, Texas 78702
                                 (512) 476-6925

     (Name and address, including zip code, and telephone number, including
                 area code, of registrant's agent for service)

                                   COPIES TO:

            Peter E. Lorenzen                       Jeffrey A. Chapman
              Aperian, Inc.                       Vinson & Elkins L.L.P.
      14131 Midway Road, Suite 800               3700 Trammell Crow Center
          Addison, Texas 75001                       2001 Ross Avenue
             (972) 851-3519                      Dallas, Texas 75201-2975
                                                      (214) 220-7797

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
         TITLE OF SECURITIES             AMOUNT TO BE      PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
         TO BE REGISTERED               REGISTERED(1)     OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION FEE
                                                                 SHARE              PRICE(1)(2)
------------------------------------- ------------------ -------------------- -------------------- -----------------
<S>                                   <C>                <C>                  <C>                  <C>
Common Stock, $0.01 par value          666,667 shares           (2)                $ 9,775,847          $  2,580.82

====================================================================================================================
</TABLE>

(1)      Consists of shares of Common Stock that may be issuable under the
         Registrant's 2000 Stock Option Plan described herein. Pursuant to Rule
         416(c) under the Securities Act, shares issuable upon any stock split,
         stock dividend or similar transaction with respect to the shares
         registered under the Plans are also being registered hereunder.

(2)      Estimated solely for calculating the registration fee pursuant to Rule
         457(h), based on an average exercise price of $18.95 per share (as to
         475,130 shares for which the exercise price has been determined),
         plus the average of the high and low prices for the Common Stock on
         October 18, 2000 as reported on the Nasdaq National Market (as to
         191,537 shares for which the exercise price is not known).

<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information called for in Part I of Form
S-8 will be provided to participants in the 2000 Stock Incentive Plan of
Aperian, Inc. (the "Company" or the "Registrant") with respect to which this
Registration Statement on Form S-8 (this "Registration Statement") relates. Such
information is not being filed with or included in this Registration Statement
in accordance with the rules and regulations of the Securities Act of 1933 (the
"Securities Act") and the Securities and Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Incorporated by reference are the documents listed below and any future
filings the Registrant makes with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold:

         o        The Registrant's Annual Report on Form 10-KSB for the year
                  ended March 31, 2000, as amended by Form 10-KSB/A, filed
                  with the SEC on July 28, 2000;

         o        Current report on Form 8-K, filed with the SEC on August 3,
                  2000;

         o        Current report on Form 8-K, filed with the SEC on August 9,
                  2000;

         o        Quarterly report on Form 10-QSB for the quarter ended June 30,
                  2000, filed with the SEC on August 14, 2000;

         o        Current report on Form 8-K, filed with the SEC on
                  September 11, 2000;

         o        All other reports filed by the Registrant with the Commission
                  in compliance with Sections 13(a) or 15(d) of the Exchange Act
                  since the end of the fiscal year ended March 31, 2000; and

         o        The description of the Registrant's common stock contained in
                  the Registrant's Registration Statement on Form 8A, filed with
                  the Commission on October 10, 2000 (File Number 0-8146).

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our amended and restated articles of incorporation state that we may
indemnify each of our directors, officers, employees, or agents to the full
extent permitted by the laws of the State of Delaware. Our amended and restated
articles of incorporation will provide that directors are not liable to us or
our stockholders for monetary damages for breach of fiduciary duty, except for:

         o        any breach of a director's duty of loyalty to Aperian or its
                  stockholders;

         o        acts or omissions that are not in good faith or that involve
                  intentional misconduct or knowing violation of the law;

         o        unlawful payment of dividends or unlawful stock purchases or
                  redemptions under Section 174 of the Delaware General
                  Corporation Law; and

         o        any transaction in which the director derived an improper
                  personal benefit.

<PAGE>   3

         We are putting into place indemnification agreements with our directors
and intend to enter into indemnification agreements with any new directors in
the future.

         We may also purchase and maintain insurance to provide indemnification.

         Though indemnification for liabilities arising under the Securities Act
may be permitted to members of the board of directors, officers, employees, or
person controlling us under the provisions outlined above, we have been advised
that in the opinion of the Securities and Exchange Commission indemnification
for liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable


<PAGE>   4

ITEM 8. EXHIBITS.

         4.1      Aperian, Inc. 2000 Stock Option Plan*

         5.1      Opinion of Peter E. Lorenzen, General Counsel*

         23.1     Consent of Ernst & Young LLP*

         23.2     Consent of Peter E. Lorenzen (included as part of Exhibit 5.1)

         24       Power of Attorney (set forth on the signature pages of the
                  registration statement)
----------
         *  Filed herewith.

ITEM 9. UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made of the securities registered hereby, a post-effective
         amendment to this registration statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this Registration Statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed by the Registrant pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.


<PAGE>   5

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on the 17 day of October,
2000.

                                       APERIAN, INC.
                                       (Registrant)

                                       By: /s/ ROBERT J. GIBBS
                                          ------------------------------------
                                               Robert J. Gibbs, President and
                                               Chief Executive Officer

         Each person whose signature appears below hereby constitutes and
appoints Robert J. Gibbs, Douglas W. Banister and Peter E. Lorenzen, and each of
them (with full power in each of them to act alone), his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and to file with the Commission, any and all
amendments, exhibits, certificates, and other documents in connection therewith,
in connection with the registration under the Securities Act, of shares of
Common Stock issuable pursuant to the Plan, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the date indicated below in the City of Austin, State of Texas.

<TABLE>
<CAPTION>
         Name                                                 Title                                       Date
         ----                                                 -----                                       ----
<S>                                                  <C>                                          <C>
/s/ ROBERT J. GIBBS                                  President, Chief Executive                   October 17, 2000
------------------------------------                 Officer and Director
Robert J. Gibbs

/s/ DOUGLAS W. BANISTER                              Chief Financial Officer and                  October 17, 2000
------------------------------------                 Vice President of Finance
Douglas W. Banister

                                                     Director
------------------------------------
Jack C. Baum

/s/ CHRISTOPHER BRICKLER                             Director                                     October 17, 2000
------------------------------------
Christopher Brickler

                                                     Director
------------------------------------
Donald H. Brush, Ph.D.

                                                     Director
------------------------------------
Daniel S. Dornier

/s/ STEPHEN J. METZGER                               Director                                     October 17, 2000
------------------------------------
Stephen J. Metzger

/s/ HUMBERT B. POWELL, III.                          Director                                     October 17, 2000
------------------------------------
Humbert B. Powell, III

/s/ DAVINDER SETHI                                   Director                                     October 17, 2000
------------------------------------
Davinder Sethi

/s/ RAYMOND WICKI                                    Director                                     October 17, 2000
------------------------------------
Raymond Wicki
</TABLE>

<PAGE>   7

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER             DESCRIPTION
   ------             -----------
<S>                   <C>
    4.1               Aperian, Inc. 2000 Stock Incentive Plan*

    5.1               Opinion of Peter E. Lorenzen, General Counsel*

    23.1              Consent of Ernst & Young LLP*

    23.2              Consent of Peter E. Lorenzen (included as part of
                      Exhibit 5.1)

    24                Power of Attorney (set forth on the signature page of
                      the registration statement)
</TABLE>

----------
         * Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "d80843s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17522}]
{"company-data": {"conformed-name": "APERIAN INC", "cik": "0000068619", "assigned-sic": "3570", "irs-number": "870280886", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48386", "film-number": "743746"}, "business-address": {"street1": "1121 EAST 7TH", "city": "AUSTIN", "state": "TX", "zip": "78702", "phone": "5124766925"}, "mail-address": {"street1": "1121 EAST 7TH", "city": "AUSTIN", "state": "TX", "zip": "78702"}, "former-company": [{"former-conformed-name": "MSI HOLDINGS INC/", "date-changed": "19981207"}, {"former-conformed-name": "MICRO MEDIA SOLUTIONS INC", "date-changed": "19970724"}, {"former-conformed-name": "MOUNTAIN STATES RESOURCES CORP", "date-changed": "19960805"}]}
1
       As filed with the Securities and Exchange Commission on October 20, 2000
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                  APERIAN, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                           74-291167
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                              1121 EAST 7TH STREET
                               AUSTIN, TEXAS 78702
          (Address of principal executive offices, including zip code)

                     APERIAN, INC. 2000 STOCK INCENTIVE PLAN
                              (Full Title of Plans)

                                   ----------

                                 Robert J. Gibbs
                      President and Chief Executive Officer
                              1121 East 7th Street
                               Austin, Texas 78702
                                 (512) 476-6925

     (Name and address, including zip code, and telephone number, including
                 area code, of registrant's agent for service)

                                   COPIES TO:

            Peter E. Lorenzen                       Jeffrey A. Chapman
              Aperian, Inc.                       Vinson & Elkins L.L.P.
      14131 Midway Road, Suite 800               3700 Trammell Crow Center
          Addison, Texas 75001                       2001 Ross Avenue
             (972) 851-3519                      Dallas, Texas 75201-2975
                                                      (214) 220-7797

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
         TITLE OF SECURITIES             AMOUNT TO BE      PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
         TO BE REGISTERED               REGISTERED(1)     OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION FEE
                                                                 SHARE              PRICE(1)(2)
------------------------------------- ------------------ -------------------- -------------------- -----------------
Common Stock, $0.01 par value          666,667 shares           (2)                $ 9,775,847          $  2,580.82

====================================================================================================================
(1)      Consists of shares of Common Stock that may be issuable under the
         Registrant's 2000 Stock Option Plan described herein. Pursuant to Rule
         416(c) under the Securities Act, shares issuable upon any stock split,
         stock dividend or similar transaction with respect to the shares
         registered under the Plans are also being registered hereunder.

(2)      Estimated solely for calculating the registration fee pursuant to Rule
         457(h), based on an average exercise price of $18.95 per share (as to
         475,130 shares for which the exercise price has been determined),
         plus the average of the high and low prices for the Common Stock on
         October 18, 2000 as reported on the Nasdaq National Market (as to
         191,537 shares for which the exercise price is not known).
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information called for in Part I of Form
S-8 will be provided to participants in the 2000 Stock Incentive Plan of
Aperian, Inc. (the "Company" or the "Registrant") with respect to which this
Registration Statement on Form S-8 (this "Registration Statement") relates. Such
information is not being filed with or included in this Registration Statement
in accordance with the rules and regulations of the Securities Act of 1933 (the
"Securities Act") and the Securities and Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Incorporated by reference are the documents listed below and any future
filings the Registrant makes with the Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold:

         o        The Registrant's Annual Report on Form 10-KSB for the year
                  ended March 31, 2000, as amended by Form 10-KSB/A, filed
                  with the SEC on July 28, 2000;

         o        Current report on Form 8-K, filed with the SEC on August 3,
                  2000;

         o        Current report on Form 8-K, filed with the SEC on August 9,
                  2000;

         o        Quarterly report on Form 10-QSB for the quarter ended June 30,
                  2000, filed with the SEC on August 14, 2000;

         o        Current report on Form 8-K, filed with the SEC on
                  September 11, 2000;

         o        All other reports filed by the Registrant with the Commission
                  in compliance with Sections 13(a) or 15(d) of the Exchange Act
                  since the end of the fiscal year ended March 31, 2000; and

         o        The description of the Registrant's common stock contained in
                  the Registrant's Registration Statement on Form 8A, filed with
                  the Commission on October 10, 2000 (File Number 0-8146).

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our amended and restated articles of incorporation state that we may
indemnify each of our directors, officers, employees, or agents to the full
extent permitted by the laws of the State of Delaware. Our amended and restated
articles of incorporation will provide that directors are not liable to us or
our stockholders for monetary damages for breach of fiduciary duty, except for:

         o        any breach of a director's duty of loyalty to Aperian or its
                  stockholders;

         o        acts or omissions that are not in good faith or that involve
                  intentional misconduct or knowing violation of the law;

         o        unlawful payment of dividends or unlawful stock purchases or
                  redemptions under Section 174 of the Delaware General
                  Corporation Law; and

         o        any transaction in which the director derived an improper
                  personal benefit.
3

         We are putting into place indemnification agreements with our directors
and intend to enter into indemnification agreements with any new directors in
the future.

         We may also purchase and maintain insurance to provide indemnification.

         Though indemnification for liabilities arising under the Securities Act
may be permitted to members of the board of directors, officers, employees, or
person controlling us under the provisions outlined above, we have been advised
that in the opinion of the Securities and Exchange Commission indemnification
for liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable
4

ITEM 8. EXHIBITS.

         4.1      Aperian, Inc. 2000 Stock Option Plan*

         5.1      Opinion of Peter E. Lorenzen, General Counsel*

         23.1     Consent of Ernst & Young LLP*

         23.2     Consent of Peter E. Lorenzen (included as part of Exhibit 5.1)

         24       Power of Attorney (set forth on the signature pages of the
                  registration statement)
----------
         *  Filed herewith.

ITEM 9. UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made of the securities registered hereby, a post-effective
         amendment to this registration statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this Registration Statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed by the Registrant pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
5

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on the 17 day of October,
2000.

                                       APERIAN, INC.
                                       (Registrant)

                                       By: /s/ ROBERT J. GIBBS
                                          ------------------------------------
                                               Robert J. Gibbs, President and
                                               Chief Executive Officer

         Each person whose signature appears below hereby constitutes and
appoints Robert J. Gibbs, Douglas W. Banister and Peter E. Lorenzen, and each of
them (with full power in each of them to act alone), his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign and to file with the Commission, any and all
amendments, exhibits, certificates, and other documents in connection therewith,
in connection with the registration under the Securities Act, of shares of
Common Stock issuable pursuant to the Plan, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the date indicated below in the City of Austin, State of Texas.
Name                                                 Title                                       Date
         ----                                                 -----                                       ----
/s/ ROBERT J. GIBBS                                  President, Chief Executive                   October 17, 2000
------------------------------------                 Officer and Director
Robert J. Gibbs

/s/ DOUGLAS W. BANISTER                              Chief Financial Officer and                  October 17, 2000
------------------------------------                 Vice President of Finance
Douglas W. Banister

                                                     Director
------------------------------------
Jack C. Baum

/s/ CHRISTOPHER BRICKLER                             Director                                     October 17, 2000
------------------------------------
Christopher Brickler

                                                     Director
------------------------------------
Donald H. Brush, Ph.D.

                                                     Director
------------------------------------
Daniel S. Dornier

/s/ STEPHEN J. METZGER                               Director                                     October 17, 2000
------------------------------------
Stephen J. Metzger

/s/ HUMBERT B. POWELL, III.                          Director                                     October 17, 2000
------------------------------------
Humbert B. Powell, III

/s/ DAVINDER SETHI                                   Director                                     October 17, 2000
------------------------------------
Davinder Sethi

/s/ RAYMOND WICKI                                    Director                                     October 17, 2000
------------------------------------
Raymond Wicki
7

                                INDEX TO EXHIBITS
EXHIBIT
   NUMBER             DESCRIPTION
   ------             -----------
4.1               Aperian, Inc. 2000 Stock Incentive Plan*

    5.1               Opinion of Peter E. Lorenzen, General Counsel*

    23.1              Consent of Ernst & Young LLP*

    23.2              Consent of Peter E. Lorenzen (included as part of
                      Exhibit 5.1)

    24                Power of Attorney (set forth on the signature page of
                      the registration statement)
----------
         * Filed herewith.