SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549





FORM 8-K





Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934





Date of Report (Date of earliest event Reported):  July 31,
2002





CAPTIVA SOFTWARE CORPORATION

(Exact Name of Registrant as Specified in its Charter)







|Delaware
(State or Other Jurisdiction of Incorporation) | 000-22292
(Commission File Number) | 77-0104275(I.R.S. Employer Identification Number)
|------------------------------------------------------- | ---------------------------------- | -------------------------------------------------





10145 Pacific Heights Blvd.

San Diego, CA 92121

(858 ) 320-1000

(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)

ACTIONPOINT, INC.

1299 Parkmoor Avenue

San Jose, CA 95126

(Former Name or Former Address, If Changed Since Last
Report)

Item 2.		Acquisition or Disposition of Assets.

On July 31, 2002, Captiva Software Corporation, a Delaware corporation
(f/k/a ActionPoint, Inc., the "Registrant"), completed its merger with
Captiva Software Corporation, a California corporation ("Captiva
California"), pursuant to an Agreement and Plan of Merger and
Reorganization, dated March 4, 2002, as amended (the "Merger
Agreement"), providing for the merger of a wholly owned subsidiary of the
Registrant with and into Captiva California (the "Merger"), with
Captiva California as the surviving corporation and a wholly-owned subsidiary of
the Registrant.

Immediately after the effective time of the Merger, the name of the
Registrant was changed to Captiva Software Corporation.

In connection with the Merger, each outstanding share of Captiva California
preferred stock was converted into shares of Captiva California common stock,
and each share of Captiva California common stock was automatically converted
into the right to receive 0.01579 shares of the Registrant's common stock and
cash in lieu of fractional shares thereof.  Prior to the Merger, substantially
all of the previously issued subordinated promissory notes of Captiva California
in the aggregate amount (including principal and accrued but unpaid interest) of
approximately $8.6 million (the "Notes") were converted into Captiva
California common stock.  Each outstanding option and warrant to purchase shares
of Captiva California  common stock was assumed by the Registrant and converted
into an option or warrant, as the case may be, to purchase a number of shares of
the Registrant's common stock adjusted based on the exchange ratio, with the
exercise price adjusted accordingly.

The Merger was intended to be a tax-free reorganization and will be accounted
for as a purchase transaction.

The foregoing description of the Merger is qualified in its entirety by the
Merger Agreement and the press release of the Registrant announcing the
completion of the Merger, a copy of each of which is filed herewith and
incorporated herein by reference in its entirety as Exhibit 2.1 and Exhibit
99.1, respectively.  Additional information regarding the Merger is included in
the Joint Proxy Statement/Prospectus of the Registrant and Captiva California,
dated July 5, 2002, forming a part of the Registrant's  Pre-Effective No. 2 to
Registration Statement on Form S-4 (Registration No. 333-87106) which is filed
as an Exhibit 99.2 hereto and incorporated by reference herein.

Item 5.		Other Events.

On August 2, 2002, Steve Francis, the Company's Chief Operating
Officer and former Chief Executive Officer, informed the Board of Directors of
his intent to resign effective August 31, 2002.

Item 7.		Financial Statements, Pro Forma Financial Information and
Exhibits.

(a)	Financial statements of business acquired

The required financial statements of Captiva California are incorporated by
reference from the Joint Proxy Statement/Prospectus of the Registrant and
Captiva California, dated July 5, 2002, forming a part of the Registrant's  Pre-
Effective No. 2 to Registration Statement on Form S-4 (Registration No. 333-
87106).

(b)	Pro forma financial information

The unaudited pro forma condensed combined financial information for the year
ended December 31, 2001 and for the three months ended March 31, 2002 is
incorporated by reference from the Joint Proxy Statement/Prospectus of the
Registrant and Captiva California, dated July 5, 2002, forming a part of the
Registrant's  Pre-Effective No. 2 to Registration Statement on Form S-4
(Registration No. 333-87106).

(c)	Exhibits.

Exhibit No.			Description.

1. Agreement and Plan of Merger and Reorganization dated March 4, 2002, as
amended, by and among ActionPoint, Inc., Condor Merger Corp. and Captiva
Software Corporation (incorporated by reference to the Registrant's Pre-
Effective Amendment No.2 to Registration Statement on Form S-4 previously filed
with the Securities and Exchange Commission on June 24, 2002 (File No. 333-
87106)).

1. Joint Press Release of the Registrant and Captiva, dated July 31, 2002.
2. The Registrant's Pre-Effective Amendment No.2 to Registration Statement on
Form S-4 previously filed with the Securities and Exchange Commission on June
24, 2002 (File No. 333-87106).





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

|Date:  August 5, 2002 | By:
Rick Russo
Chief Financial Officer
|--------------------- | --------------------------------------





INDEX TO EXHIBITS







|Exhibit Number | Description                                                                                                                                                                                                                                                                                                                                                                                    | 
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|               |                                                                                                                                                                                                                                                                                                                                                                                                | 
|2.1            | Agreement and Plan of Merger and Reorganization dated March 4, 2002, as
amended, by and among ActionPoint, Inc., Condor Merger Corp. and Captiva
Software Corporation (incorporated by reference to the Registrant's Pre-
Effective Amendment No.2 to Registration Statement on Form S-4 previously filed
with the Securities and Exchange Commission on June 24, 2002 (File No. 333-
87106)). | 
|99.1           | Joint Press Release of ActionPoint, Inc. and Captiva Software Corporation,
dated July 31, 2002.                                                                                                                                                                                                                                                                                                | 
|99.2           | The Registrant's Pre-Effective Amendment No.2 to Registration Statement on
Form S-4 previously filed with the Securities and Exchange Commission on June
24, 2002 (File No. 333-87106).                                                                                                                                                                                                        |