<html>
<head>
<title>S-8 DOC</title>
</head>
<font FACE="Times New Roman" SIZE="2">
<body bgcolor=white>

<FONT FACE="Footlight MT Light" SIZE=2><P ALIGN="JUSTIFY">&#9;   </FONT><FONT
SIZE=2>As filed with the Securities and Exchange Commission on August 21,
2001</P>
<P ALIGN="JUSTIFY">&#9;Registration No. 333-              </P>
<P ALIGN="JUSTIFY"></P>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>


<B><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
</B><P ALIGN="CENTER">Washington, D.C. 20549</P>

<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT</P>
</B><I><P ALIGN="CENTER">Under</P>
<P ALIGN="CENTER">The Securities Act of 1933</P>
</I><P ALIGN="CENTER"><U>                       </P>
</U><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER"></FONT><FONT SIZE=4>ACTIONPOINT, INC.</P>
</B></FONT><FONT SIZE=2><P ALIGN="CENTER">(Exact name of registrant as
specified in its charter)</P>

</DIR>
</DIR>
</DIR>
</FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=720>
<TR><TD WIDTH="33%" VALIGN="TOP"><DIR>


<FONT FACE="Courier New" SIZE=2><P ALIGN="CENTER"><B>Delaware</B></P>
<P ALIGN="CENTER">(State or other jurisdiction of incorporation or organization)</DIR>
</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">





<FONT FACE="Times New Roman" SIZE=2><P ALIGN="CENTER"><B>77-0104275</B></P>

<P ALIGN="CENTER">(I.R.S. Employer Identification No.)</DIR>
</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT FACE="Times New Roman" SIZE=2><P ALIGN="CENTER"></P>





<P ALIGN="CENTER"><B>1299 Parkmoor Avenue</P>
<P ALIGN="CENTER">San Jose, California  95126</P>
<P ALIGN="CENTER">
</B>(Address of principal executive offices including Zip Code)</P>
<P ALIGN="CENTER"><U>                        </P>
</U><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">ACTIONPOINT, INC.</P>
<P ALIGN="CENTER">1993  STOCK OPTION/STOCK ISSUANCE PLAN </P>
<P ALIGN="CENTER">1998 EMPLOYEE STOCK PURCHASE PLAN</P>
<P ALIGN="CENTER"></B>(Full title of the Plans)</P>
<P ALIGN="CENTER"><U>                       </P>
</U><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">Stephen Francis</P>
<P ALIGN="CENTER">President and Chief Executive Officer</P>
<P ALIGN="CENTER">ACTIONPOINT, INC.</P>
<P ALIGN="CENTER">1299 Parkmoor Avenue</P>
<P ALIGN="CENTER">San Jose, California  95126</P>
</B><P ALIGN="CENTER">(Name and address of agent for service)</P>
<B><P ALIGN="CENTER">(408) 325-3800</P>
</B><P ALIGN="CENTER">(Telephone number, including area code, of agent for
service)</P>
<br>

<P ALIGN="CENTER"><U>                        </P>
</U><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B><DIR>
<DIR>





<HR WIDTH="85%">




<FONT SIZE=2>
<pre>


                                                      Proposed     Proposed
                                                      Maximum       Maximum
                                         Amount       Offering    Aggregate     Amount of
Title of Securities                      to be       Price per     Offering   Registration
 to be Registered                     Registered     Share (2)     Price (2)        Fee
------------------------------------ ------------  ------------  -----------  ------------

1993 Stock Option/Stock Issuance Plan
------------------------------------
  Common Stock (par value $.01)          150,000         $1.87     $280,500        $70.13


1998 Employee Stock Purchase Plan
------------------------------------
  Common Stock (par value $.01)          100,000         $1.87     $187,000        $46.75



</pre>
</FONT>

<P ALIGN="JUSTIFY">(1)&#9;Pursuant to Section 416(a) of the Securities Act of
1933, as amended, this registration statement shall also cover any additional
shares of Common Stock which become issuable under the 1993 Stock Option/Stock
Issuance Plan and the 1998 Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the outstanding shares of Common Stock of ActionPoint, Inc.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(2)&#9;Calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low price per share of Common Stock of ActionPoint, Inc.
as reported on the Nasdaq National Market on August 17, 2001.</P></DIR>
</DIR>






<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>


<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">Information Required in the Registration Statement</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Item 3.  <U>Incorporation of Documents by Reference</P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;ActionPoint, Inc. (the &quot;Registrant&quot;) hereby
incorporates by reference into this registration statement the following
documents previously filed with the Securities and Exchange Commission (the
&quot;SEC&quot;):</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Registrant's Current Reports on Form 8-K for events
occurring May 17, 2001 and June 4, 2001, as filed with the SEC on June 4, 2001
and June 15, 2001 respectively;</LI></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"><LI>The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, as filed with the SEC on April 2, 2001;
</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2001, as filed with the SEC on May 10,
2001;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2001, as filed with the SEC on August 14,
2001;</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>The Registrant's registration statement No. 0-22292 on
Form 8-A filed with the SEC on August&nbsp;23, 1993, pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the &quot;1934 Act&quot;), in
which there is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock; and</LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>Amendment Number 1 to the Registrant's registration
statement No. 0-22292 on Form 8-A filed with the SEC on September 7, 1993, in
which there is described the terms, rights and provisions applicable to the
Registrant's Common Stock.</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;All reports and definitive proxy or information
statements filed pursuant to Section&nbsp;13(a), 13(c), 14 or 15(d) of the 1934
Act after the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Item 4.  <U>Description of Securities</P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Not Applicable.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Item 5.&#9;<U>Interests of Named Experts and Counsel</P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Not Applicable.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Item 6.&#9;<U>Indemnification of Directors and Officers</P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Section 145 of the Delaware General Corporation Law
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the &quot;Act&quot;). The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty as a director to the
Registrant and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.  The Registrant has entered into
Indemnification Agreements with its officers and directors which provide the
Registrant's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.</P>
<P ALIGN="JUSTIFY">Item 7.  <U>Exemption from Registration Claimed</P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;Not Applicable.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Item 8.  <U>Exhibits</P></U>
<P ALIGN="JUSTIFY"></P>

<FONT SIZE=3>
<PRE>

Exhibit
Number      Exhibit
---------   --------------------------------------------------------------

4           Instruments Defining Rights of Stockholders. Reference is made
            to Registrant's registration statement No. 0-22922 on Form 8-A
            which is incorporated herein by reference pursuant to Item 3(d
            of this registration statement.

5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
            Franklin & Hachigian, LLP.

23.1        Consent of Independent Accountants - PricewaterhouseCoopers LL

23.2        Consent of Gunderson Dettmer Stough Villeneuve
            Franklin & Hachigian, LLP is contained in Exhibit 5

24          Power of Attorney. Reference is made to page II-5
            of this registration statement.


</PRE>
</FONT>

<P ALIGN="JUSTIFY">&#9;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Item 9.  <U>Undertakings</P>
<OL TYPE="a">

</U><P ALIGN="JUSTIFY"><LI>The undersigned Registrant hereby undertakes:
</LI></P>

<OL>

<P ALIGN="JUSTIFY"><LI>to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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;</LI></P>
<P ALIGN="JUSTIFY"><LI>that for the purpose of determining any liability under
the Securities Act of 1933, 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; and</LI></P>
<P ALIGN="JUSTIFY"><LI>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 1993 Stock Option/Stock Issuance Plan and the 1998 Employee
Stock Purchase Plan.</LI></P></OL>



<P ALIGN="JUSTIFY"><LI>The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the</LI>
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference into this 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.</P>
<P ALIGN="JUSTIFY"><LI>Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the indemnification provisions
summarized in Item 6 or otherwise, the Registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.</LI></P></OL>


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>


<B><P ALIGN="JUSTIFY">&#9;SIGNATURES</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;&#9;Pursuant to the requirements of the Securities Act of
1933, as amended, 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 San Jose, State of
California on this 21<SUP>st</SUP> day of August, 2001.</P>

<P ALIGN="JUSTIFY"></P>


<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<B><P ALIGN="JUSTIFY">&#9;ACTIONPOINT, INC.</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&#9;By: <U>&#9; /s/ Stephen Francis</P><DIR>


</U><P ALIGN="JUSTIFY">&#9;      Stephen Francis</P>
<P ALIGN="JUSTIFY">&#9;      President and Chief Executive Officer</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>



<P ALIGN="CENTER"><B><U>POWER OF ATTORNEY</P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">KNOW ALL PERSONS BY THESE PRESENTS:</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;&#9;That the undersigned officers and directors of
ActionPoint, Inc., a Delaware corporation, do hereby constitute and appoint
Stephen Francis and John Finegan, and either of them, the lawful attorneys-in-
fact and agents with full power and authority to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, and
either one of them, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this registration statement.  Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this registration statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
registration statement, and to any and all instruments or documents filed as
part of or in conjunction with this registration statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">&#9;&#9;IN WITNESS WHEREOF</B>, each of the undersigned
has executed this Power of Attorney as of the date indicated.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;&#9;Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.</P>

<br>
<pre>

Signature                       Title                            Date
------------------------------  ------------------------------   ---------------


Kimra Hawley                    Chairman of the Board

   \s\Stephen Francis                                            August 21, 2001
Stephen Francis                 President, Chief Executive
                                Officer and Director
                                (Principal Executive Officer)

   \s\John Finegan                                               August 21, 2001
John Finegan                    Vice President of Finance
                                and Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer


Thomas van Overbeek             Director


   \s\Bruce Silver                                               August 21, 2001
Bruce Silver                    Director


   \s\Patrick Edsell                                             August 21, 2001
Patrick Edsell                  Director


   \s\Daniel Tompkins                                            August 21, 2001
Daniel Tompkins                 Director


</pre>


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>


<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">WASHINGTON, D.C.</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">EXHIBITS</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">UNDER</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">SECURITIES ACT OF 1933</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">ACTIONPOINT, INC.</P>
</B><P ALIGN="CENTER"></P>


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>




<P ALIGN="CENTER"><U>EXHIBIT INDEX</P></u>
<P ALIGN="CENTER"></P>

<FONT SIZE=3>
<PRE>

Exhibit
Number      Exhibit
---------   --------------------------------------------------------------

4           Instruments Defining Rights of Stockholders. Reference is made
            to Registrant's registration statement No. 0-22922 on Form 8-A
            which is incorporated herein by reference pursuant to Item 3(d
            of this registration statement.

5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
            Franklin & Hachigian, LLP.

23.1        Consent of Independent Accountants - PricewaterhouseCoopers LL

23.2        Consent of Gunderson Dettmer Stough Villeneuve
            Franklin & Hachigian, LLP is contained in Exhibit 5

24          Power of Attorney. Reference is made to page II-5
            of this registration statement.


</PRE>
</FONT>


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>




<P ALIGN="CENTER">EXHIBIT 5</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><FONT FACE="Colonna MT"><P ALIGN="JUSTIFY"></FONT><FONT SIZE=2>&#9;August
20, 2001</P>
<P ALIGN="JUSTIFY"></P>



<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">ActionPoint, Inc.</P>
<P ALIGN="JUSTIFY">1299 Parkmoor Avenue</P>
<P ALIGN="JUSTIFY">San Jose,  California 95126</P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">&#9;&#9;Re:&#9;ActionPoint, Inc. Registration Statement for
Offering of 250,000 Shares of Common Stock</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">Ladies and Gentlemen:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 100,000 shares of
Common Stock under the 1998 Employee Stock Purchase Plan and 150,000 shares of
Common Stock under the 1993 Stock Option/Stock Issuance Plan.  We advise you
that, in our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the 1998 Employee Stock Purchase Plan and the 1993
Stock Option/Stock Issuance Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and nonassessable
shares of the Company's Common Stock.</P>
<P ALIGN="JUSTIFY">We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">                                        &#9;Very truly
yours,</P>
<P ALIGN="JUSTIFY"></P>
<P>&nbsp;</P>
<P>&#9;</P>
</FONT><P> &#9;<U>/s/ <FONT SIZE=2>Gunderson Dettmer Stough Villeneuve Franklin
&amp; Hachigian, LLP</P>
</U><P>&#9;Gunderson Dettmer Stough Villeneuve Franklin &amp; Hachigian, LLP</P>


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>


<B><P ALIGN="CENTER">EXHIBIT 23.1</P>
</B><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">
</P>
</B><P ALIGN="CENTER">CONSENT OF INDEPENDENT ACCOUNTANTS</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 29, 2001 relating
to the consolidated financial statements and financial statement schedule of
ActionPoint, Inc., which appears in ActionPoint, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2000.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">/s/ PricewaterHouseCoopers LLP</P>
<P ALIGN="JUSTIFY">PricewaterhouseCoopers LLP</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">San Jose, California</P>
<P ALIGN="JUSTIFY">August 20, 2001</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;&#9;</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">&nbsp;</P>
</FONT><FONT FACE="Colonna MT"><P ALIGN="CENTER">&nbsp;</P></FONT>





</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "ap_s8.htm", "description": "BODY", "secsgml_size_bytes": 22655}]
{"company-data": {"conformed-name": "ACTIONPOINT INC", "cik": "0000909276", "assigned-sic": "7372", "irs-number": "770104275", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68102", "film-number": "1720730"}, "business-address": {"street1": "1299 PARKMOOR AVE", "city": "SAN JOSE", "state": "CA", "zip": "95126", "phone": "4083253800"}, "mail-address": {"street1": "1299 PARKMOOR AVE", "city": "SAN JOSE", "state": "CA", "zip": "95126"}, "former-company": [{"former-conformed-name": "CORNERSTONE IMAGING INC", "date-changed": "19930719"}, {"former-conformed-name": "INPUT SOFTWARE INC", "date-changed": "19990217"}]}
S-8 DOC
As filed with the Securities and Exchange Commission on August 21,
2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ACTIONPOINT, INC.
(Exact name of registrant as
specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
77-0104275
(I.R.S. Employer Identification No.)
1299 Parkmoor Avenue
San Jose, California  95126
(Address of principal executive offices including Zip Code)
ACTIONPOINT, INC.
1993  STOCK OPTION/STOCK ISSUANCE PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
Stephen Francis
President and Chief Executive Officer
ACTIONPOINT, INC.
1299 Parkmoor Avenue
San Jose, California  95126
(Name and address of agent for service)
(408) 325-3800
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                                      Maximum       Maximum
                                         Amount       Offering    Aggregate     Amount of
Title of Securities                      to be       Price per     Offering   Registration
 to be Registered                     Registered     Share (2)     Price (2)        Fee
------------------------------------ ------------  ------------  -----------  ------------

1993 Stock Option/Stock Issuance Plan
------------------------------------
  Common Stock (par value $.01)          150,000         $1.87     $280,500        $70.13

1998 Employee Stock Purchase Plan
------------------------------------
  Common Stock (par value $.01)          100,000         $1.87     $187,000        $46.75
(1)	Pursuant to Section 416(a) of the Securities Act of
1933, as amended, this registration statement shall also cover any additional
shares of Common Stock which become issuable under the 1993 Stock Option/Stock
Issuance Plan and the 1998 Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the outstanding shares of Common Stock of ActionPoint, Inc.
(2)	Calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low price per share of Common Stock of ActionPoint, Inc.
as reported on the Nasdaq National Market on August 17, 2001.
PART II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference
ActionPoint, Inc. (the "Registrant") hereby
incorporates by reference into this registration statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):
The Registrant's Current Reports on Form 8-K for events
occurring May 17, 2001 and June 4, 2001, as filed with the SEC on June 4, 2001
and June 15, 2001 respectively;
The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, as filed with the SEC on April 2, 2001;
The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2001, as filed with the SEC on May 10,
2001;
The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2001, as filed with the SEC on August 14,
2001;
The Registrant's registration statement No. 0-22292 on
Form 8-A filed with the SEC on August 23, 1993, pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), in
which there is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock; and
Amendment Number 1 to the Registrant's registration
statement No. 0-22292 on Form 8-A filed with the SEC on September 7, 1993, in
which there is described the terms, rights and provisions applicable to the
Registrant's Common Stock.
All reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act after the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4.
Description of Securities
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
Not Applicable.
Item 6.
Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). The Registrant's Bylaws provide for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty as a director to the
Registrant and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.  The Registrant has entered into
Indemnification Agreements with its officers and directors which provide the
Registrant's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.
Item 7.
Exemption from Registration Claimed
Not Applicable.
Item 8.
Exhibits
Exhibit
Number      Exhibit
---------   --------------------------------------------------------------

4           Instruments Defining Rights of Stockholders. Reference is made
            to Registrant's registration statement No. 0-22922 on Form 8-A
            which is incorporated herein by reference pursuant to Item 3(d
            of this registration statement.

5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
            Franklin & Hachigian, LLP.

23.1        Consent of Independent Accountants - PricewaterhouseCoopers LL

23.2        Consent of Gunderson Dettmer Stough Villeneuve
            Franklin & Hachigian, LLP is contained in Exhibit 5

24          Power of Attorney. Reference is made to page II-5
            of this registration statement.
Item 9.
Undertakings
The undersigned Registrant hereby undertakes:
to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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;
that for the purpose of determining any liability under
the Securities Act of 1933, 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; and
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 1993 Stock Option/Stock Issuance Plan and the 1998 Employee
Stock Purchase Plan.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference into this 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.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the indemnification provisions
summarized in Item 6 or otherwise, the Registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, 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 San Jose, State of
California on this 21
st
day of August, 2001.
ACTIONPOINT, INC.
By:
/s/ Stephen Francis
Stephen Francis
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of
ActionPoint, Inc., a Delaware corporation, do hereby constitute and appoint
Stephen Francis and John Finegan, and either of them, the lawful attorneys-in-
fact and agents with full power and authority to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, and
either one of them, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this registration statement.  Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this registration statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
registration statement, and to any and all instruments or documents filed as
part of or in conjunction with this registration statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF
, each of the undersigned
has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature                       Title                            Date
------------------------------  ------------------------------   ---------------

Kimra Hawley                    Chairman of the Board

   \s\Stephen Francis                                            August 21, 2001
Stephen Francis                 President, Chief Executive
                                Officer and Director
                                (Principal Executive Officer)

   \s\John Finegan                                               August 21, 2001
John Finegan                    Vice President of Finance
                                and Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer

Thomas van Overbeek             Director

   \s\Bruce Silver                                               August 21, 2001
Bruce Silver                    Director

   \s\Patrick Edsell                                             August 21, 2001
Patrick Edsell                  Director

   \s\Daniel Tompkins                                            August 21, 2001
Daniel Tompkins                 Director
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
ACTIONPOINT, INC.
EXHIBIT INDEX
Exhibit
Number      Exhibit
---------   --------------------------------------------------------------

4           Instruments Defining Rights of Stockholders. Reference is made
            to Registrant's registration statement No. 0-22922 on Form 8-A
            which is incorporated herein by reference pursuant to Item 3(d
            of this registration statement.

5           Opinion and consent of Gunderson Dettmer Stough Villeneuve
            Franklin & Hachigian, LLP.

23.1        Consent of Independent Accountants - PricewaterhouseCoopers LL

23.2        Consent of Gunderson Dettmer Stough Villeneuve
            Franklin & Hachigian, LLP is contained in Exhibit 5

24          Power of Attorney. Reference is made to page II-5
            of this registration statement.
EXHIBIT 5
August
20, 2001
ActionPoint, Inc.
1299 Parkmoor Avenue
San Jose,  California 95126
Re:	ActionPoint, Inc. Registration Statement for
Offering of 250,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 100,000 shares of
Common Stock under the 1998 Employee Stock Purchase Plan and 150,000 shares of
Common Stock under the 1993 Stock Option/Stock Issuance Plan.  We advise you
that, in our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the 1998 Employee Stock Purchase Plan and the 1993
Stock Option/Stock Issuance Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and nonassessable
shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly
yours,
/s/
Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 29, 2001 relating
to the consolidated financial statements and financial statement schedule of
ActionPoint, Inc., which appears in ActionPoint, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2000.
/s/ PricewaterHouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
August 20, 2001