<PAGE>

     As filed with the Securities and Exchange Commission on March 20, 2001
                                                   Registration No. 333-_______

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             EXE TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)


            DELAWARE                                          75-1719817
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                           Identification Number)


8787 STEMMONS FREEWAY, DALLAS, TEXAS                              75247
(Address of Principal Executive Offices)                        (Zip Code)


                 FORMER ALLPOINTS SYSTEMS 1996 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 RAYMOND R. HOOD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             EXE TECHNOLOGIES, INC.
                              8787 STEMMONS FREEWAY
                               DALLAS, TEXAS 75247
                     (Name and Address of Agent for Service)

                                 (214) 775-6000
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
                                                     PROPOSED               PROPOSED
          TITLE OF                                   MAXIMUM                MAXIMUM
         SECURITIES                AMOUNT            OFFERING               AGGREGATE             AMOUNT OF
           TO BE                    TO BE             PRICE                 OFFERING            REGISTRATION
         REGISTERED               REGISTERED        PER SHARE                PRICE                  FEE
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>                  <C>                   <C>

Common Stock,                  409,606 shares         $2.70 (2)           $1,103,195.71             $275.80
$.01 par value                      (1)
====================================================================================================================
</TABLE>

(1)      Represents shares originally issued under the 1996 Stock Option Plan of
         AllPoints Systems, Inc., which was converted into the Former AllPoints
         Systems 1996 Stock Option Plan in connection with the Agreement and
         Plan of Merger, dated January 18, 2001, by and among the Registrant,
         Almond Acquisition Corp., which is a wholly owned subsidiary of the
         Registrant, and AllPoints Systems, Inc.

(2)      The shares are issuable upon the exercise of currently outstanding
         options with fixed exercise prices. Pursuant to Rule 457(h)(1) of the
         Securities Act of 1933, as amended, the aggregate offering price and
         fee for these shares has been computed based on the weighted average
         price per share at which the outstanding options under this plan may be
         exercised.

===============================================================================

<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Registrant's Former AllPoints Systems 1996 Stock
Option Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").


                                       1

<PAGE>


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's latest prospectus filed pursuant to Rule
         424(b) under the Securities Act that contains audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         document referred to in (1) above.

                  (3) The description of the common stock of the Registrant,
         $0.01 par value per share (the "Common Stock"), contained in a
         registration statement filed under the Exchange Act, including any
         amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                       2

<PAGE>

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a Delaware business corporation to indemnify its directors, officers,
employees and agents against liability for each such person's acts taken in his
or her capacity as a director, officer, employee or agent of the corporation if
such actions were taken in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action, if he or she had no reasonable cause to
believe his or her conduct was unlawful. Section Nine of the Registrant's second
amended and restated certificate of incorporation (the "Certificate of
Incorporation") and Article Eight of the Registrant's amended and restated
by-laws (the "By-laws'") provide that the Registrant, to the full extent
permitted by Section 145 of the DGCL, shall indemnify all of its past and
present directors or officers and may indemnify all of its past or present
employees or other agents. To the extent that the Registrant's director,
officer, employee or agent has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in the Certificate of
Incorporation and By-laws, or in defense of any claim, issue or matter therein,
the Registrant shall indemnify him or her against actually and reasonably
incurred expenses in connection therewith. Such expenses may be paid in advance
of the final disposition of the action upon receipt of an undertaking to repay
the advance if it is ultimately determined that such person is not entitled to
indemnification.

             As permitted by Section 102(b)(7) of the DGCL, Section Eight of the
Certificate of Incorporation provides that none of the Registrant's directors
shall be liable to the Registrant for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for the unlawful payment of dividends on or redemption
of the Registrant's capital stock or (iv) for any transaction from which the
director derived an improper personal benefit.

              The Registrant has obtained a policy insuring it and its directors
and officers against certain liabilities, including liabilities under the
Securities Act, and has entered or will enter into indemnification agreements
with the Registrant's directors and officers.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

                                       3

<PAGE>

         ITEM 9.  UNDERTAKINGS.

         1.       The Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, 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 the 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 the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

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

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         15(d) of the Exchange Act that are incorporated by reference in the
         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.

                                       4

<PAGE>

         2. 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 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 that time shall be deemed to be the initial BONA FIDE offering
thereof.

         3. 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.

                                       5

<PAGE>

                                   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 Dallas, Texas on March 20, 2001.


                                      EXE TECHNOLOGIES, INC.


                                      By: /s/ RAYMOND R. HOOD
                                          -------------------------------
                                          Raymond R. Hood
                                          President and Chief Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of EXE Technologies, Inc.
hereby severally constitute and appoint Raymond R. Hood and Michael A. Burstein,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and on our behalf in our capacities as officers
and directors to enable EXE Technologies, Inc. to comply with all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.


                                        6
<PAGE>


         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

                  Signature                                 Title                                Date
<S>                                      <C>                                                   <C>


    /s/ RAYMOND R. HOOD                  President and Chief Executive Officer,                March 20, 2001
    -----------------------------        and Director (Principal Executive
    Raymond R. Hood                      Officer and Director)


    /s/ MICHAEL A. BURSTEIN              Senior Vice President, Finance, Chief                 March 20, 2001
    -----------------------------        Financial Officer and Treasurer
    Michael A. Burstein                  (Principal Financial Officer and
                                         Principal Accounting Officer)


    /s/ LYLE A. BAACK                    Chairman of the Board of Directors                    March 20, 2001
    -----------------------------
    Lyle A. Baack


    /s/ ADAM C. BELSKY                   Director                                              March 20, 2001
    -----------------------------
    Adam C. Belsky


    /s/ KLAUS P. BESIER                  Director                                              March 20, 2001
    -----------------------------
    Klaus P. Besier


    /s/ GREGORY A. BRADY                 Director                                              March 20, 2001
    -----------------------------
    Gregory A. Brady


    /s/ J. MICHAEL CLINE                 Director                                              March 20, 2001
    -----------------------------
    J. Michael Cline


    /s/ STEVEN A. DENNING                Director                                              March 20, 2001
    -----------------------------
    Steven A. Denning


    /s/ MICHAEL J. DURHAM                Director                                              March 20, 2001
    -----------------------------
    Michael J. Durham


    /s/ JAY C. HOAG                      Director                                              March 20, 2001
    -----------------------------
    Jay C. Hoag


    /s/ JEFFREY R. RODEK                 Director                                              March 20, 2001
    -----------------------------
    Jeffrey R. Rodek
</TABLE>

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

 EXHIBIT
 NUMBER                        DESCRIPTION

<S>      <C>

4.1      Second Amended and Restated Certificate of Incorporation of the
         Registrant (Incorporated herein by reference to Exhibit 3.1b to the
         Registrant's Quarterly Report on Form 10-Q for the period ended June
         30, 2000).

4.2      Amended and Restated By-Laws of the Registrant (Incorporated herein by
         reference to Exhibit 3.2b to the Registrant's Quarterly Report on Form
         10-Q for the period ended June 30, 2000).

5        Opinion of Hale and Dorr LLP.

23.1     Consent of Hale and Dorr LLP (included in Exhibit 5).

23.2     Consent of Ernst & Young LLP.

24.1     Power of Attorney (included in page 6).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2041796zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19194}]
{"company-data": {"conformed-name": "EXE TECHNOLOGIES INC", "cik": "0001047262", "assigned-sic": "7371", "irs-number": "751719817", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57332", "film-number": "1572997"}, "business-address": {"street1": "8787 STEMMONS FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2147756000"}, "mail-address": {"street1": "8787 STEMMONS FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75230"}}
As filed with the Securities and Exchange Commission on March 20, 2001
                                                   Registration No. 333-_______

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             EXE TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                          75-1719817
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                           Identification Number)

8787 STEMMONS FREEWAY, DALLAS, TEXAS                              75247
(Address of Principal Executive Offices)                        (Zip Code)

                 FORMER ALLPOINTS SYSTEMS 1996 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 RAYMOND R. HOOD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             EXE TECHNOLOGIES, INC.
                              8787 STEMMONS FREEWAY
                               DALLAS, TEXAS 75247
                     (Name and Address of Agent for Service)

                                 (214) 775-6000
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                     PROPOSED               PROPOSED
          TITLE OF                                   MAXIMUM                MAXIMUM
         SECURITIES                AMOUNT            OFFERING               AGGREGATE             AMOUNT OF
           TO BE                    TO BE             PRICE                 OFFERING            REGISTRATION
         REGISTERED               REGISTERED        PER SHARE                PRICE                  FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock,                  409,606 shares         $2.70 (2)           $1,103,195.71             $275.80
$.01 par value                      (1)
====================================================================================================================
(1)      Represents shares originally issued under the 1996 Stock Option Plan of
         AllPoints Systems, Inc., which was converted into the Former AllPoints
         Systems 1996 Stock Option Plan in connection with the Agreement and
         Plan of Merger, dated January 18, 2001, by and among the Registrant,
         Almond Acquisition Corp., which is a wholly owned subsidiary of the
         Registrant, and AllPoints Systems, Inc.

(2)      The shares are issuable upon the exercise of currently outstanding
         options with fixed exercise prices. Pursuant to Rule 457(h)(1) of the
         Securities Act of 1933, as amended, the aggregate offering price and
         fee for these shares has been computed based on the weighted average
         price per share at which the outstanding options under this plan may be
         exercised.

===============================================================================
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Registrant's Former AllPoints Systems 1996 Stock
Option Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").

                                       1
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

                  (1) The Registrant's latest prospectus filed pursuant to Rule
         424(b) under the Securities Act that contains audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         document referred to in (1) above.

                  (3) The description of the common stock of the Registrant,
         $0.01 par value per share (the "Common Stock"), contained in a
         registration statement filed under the Exchange Act, including any
         amendment or report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a Delaware business corporation to indemnify its directors, officers,
employees and agents against liability for each such person's acts taken in his
or her capacity as a director, officer, employee or agent of the corporation if
such actions were taken in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action, if he or she had no reasonable cause to
believe his or her conduct was unlawful. Section Nine of the Registrant's second
amended and restated certificate of incorporation (the "Certificate of
Incorporation") and Article Eight of the Registrant's amended and restated
by-laws (the "By-laws'") provide that the Registrant, to the full extent
permitted by Section 145 of the DGCL, shall indemnify all of its past and
present directors or officers and may indemnify all of its past or present
employees or other agents. To the extent that the Registrant's director,
officer, employee or agent has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in the Certificate of
Incorporation and By-laws, or in defense of any claim, issue or matter therein,
the Registrant shall indemnify him or her against actually and reasonably
incurred expenses in connection therewith. Such expenses may be paid in advance
of the final disposition of the action upon receipt of an undertaking to repay
the advance if it is ultimately determined that such person is not entitled to
indemnification.

             As permitted by Section 102(b)(7) of the DGCL, Section Eight of the
Certificate of Incorporation provides that none of the Registrant's directors
shall be liable to the Registrant for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for the unlawful payment of dividends on or redemption
of the Registrant's capital stock or (iv) for any transaction from which the
director derived an improper personal benefit.

              The Registrant has obtained a policy insuring it and its directors
and officers against certain liabilities, including liabilities under the
Securities Act, and has entered or will enter into indemnification agreements
with the Registrant's directors and officers.

         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8.  EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

                                       3
ITEM 9.  UNDERTAKINGS.

         1.       The Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, 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 the 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 the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

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

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         15(d) of the Exchange Act that are incorporated by reference in the
         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.

                                       4
2. 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 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 that time shall be deemed to be the initial BONA FIDE offering
thereof.

         3. 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.

                                       5
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 Dallas, Texas on March 20, 2001.

                                      EXE TECHNOLOGIES, INC.

                                      By: /s/ RAYMOND R. HOOD
                                          -------------------------------
                                          Raymond R. Hood
                                          President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of EXE Technologies, Inc.
hereby severally constitute and appoint Raymond R. Hood and Michael A. Burstein,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and on our behalf in our capacities as officers
and directors to enable EXE Technologies, Inc. to comply with all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

                                        6
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                 Title                                Date
/s/ RAYMOND R. HOOD                  President and Chief Executive Officer,                March 20, 2001
    -----------------------------        and Director (Principal Executive
    Raymond R. Hood                      Officer and Director)

    /s/ MICHAEL A. BURSTEIN              Senior Vice President, Finance, Chief                 March 20, 2001
    -----------------------------        Financial Officer and Treasurer
    Michael A. Burstein                  (Principal Financial Officer and
                                         Principal Accounting Officer)

    /s/ LYLE A. BAACK                    Chairman of the Board of Directors                    March 20, 2001
    -----------------------------
    Lyle A. Baack

    /s/ ADAM C. BELSKY                   Director                                              March 20, 2001
    -----------------------------
    Adam C. Belsky

    /s/ KLAUS P. BESIER                  Director                                              March 20, 2001
    -----------------------------
    Klaus P. Besier

    /s/ GREGORY A. BRADY                 Director                                              March 20, 2001
    -----------------------------
    Gregory A. Brady

    /s/ J. MICHAEL CLINE                 Director                                              March 20, 2001
    -----------------------------
    J. Michael Cline

    /s/ STEVEN A. DENNING                Director                                              March 20, 2001
    -----------------------------
    Steven A. Denning

    /s/ MICHAEL J. DURHAM                Director                                              March 20, 2001
    -----------------------------
    Michael J. Durham

    /s/ JAY C. HOAG                      Director                                              March 20, 2001
    -----------------------------
    Jay C. Hoag

    /s/ JEFFREY R. RODEK                 Director                                              March 20, 2001
    -----------------------------
    Jeffrey R. Rodek
EXHIBIT INDEX
EXHIBIT
 NUMBER                        DESCRIPTION
4.1      Second Amended and Restated Certificate of Incorporation of the
         Registrant (Incorporated herein by reference to Exhibit 3.1b to the
         Registrant's Quarterly Report on Form 10-Q for the period ended June
         30, 2000).

4.2      Amended and Restated By-Laws of the Registrant (Incorporated herein by
         reference to Exhibit 3.2b to the Registrant's Quarterly Report on Form
         10-Q for the period ended June 30, 2000).

5        Opinion of Hale and Dorr LLP.

23.1     Consent of Hale and Dorr LLP (included in Exhibit 5).

23.2     Consent of Ernst & Young LLP.

24.1     Power of Attorney (included in page 6).