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):  March 4,
2002





ACTIONPOINT, INC.

(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)
|------------------------------------------------------- | ---------------------------------- | -------------------------------------------------





1299 Parkmoor Avenue

San Jose, CA 95126

(408) 325-3800

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



ITEM 5.	OTHER EVENTS.

On March 4, 2002, ActionPoint, Inc., a Delaware corporation
("ActionPoint"), Condor Merger Corp., a California corporation and
wholly-owned subsidiary of ActionPoint ("Condor Merger Corp."), and
Captiva Software Corporation, a California corporation ("Captiva"),
entered into an Agreement and Plan of Merger and Reorganization (the
"Merger Agreement") providing for the business combination of
ActionPoint and Captiva through the merger of Condor Merger Corp. with and into
Captiva, with Captiva as the surviving corporation and a wholly-owned subsidiary
of ActionPoint (the "Merger").  At the effective time of the Merger,
the name of ActionPoint will be changed to Captiva Software Corporation.  The
Merger will be structured as a tax-free reorganization and will be accounted for
as a purchase transaction.

Subject to certain adjustments, in connection with the
Merger, each outstanding share of Captiva common stock (with the Captiva
preferred stock being converted into common stock prior to the Merger) will be
automatically converted into the right to receive approximately 0.0156 shares of
ActionPoint common stock.  The foregoing exchange ratio assumes that there are
4,374,874 shares of ActionPoint common stock and 280,440,641 shares of Captiva
common stock outstanding.  Prior to the Merger, between 75% and 100% of the
subordinated promissory notes issued by Captiva in the aggregate principal
amount of approximately $8 million (the "Notes") will be converted
into Captiva common stock.  Each outstanding option and warrant to purchase
shares of Captiva common stock will be assumed by ActionPoint and converted into
an option or warrant, as the case may be, to purchase a number of shares of
ActionPoint common stock adjusted based on the exchange ratio, with the exercise
price adjusted accordingly.  ActionPoint and Captiva have received fairness
opinions from their respective financial advisors in connection with the
Merger.

Consummation of the Merger is subject to certain conditions,
including, among other conditions, (i) approval by the Captiva shareholders of
the amendment to Captiva's Articles of Incorporation, the Merger and the Merger
Agreement, (ii) approval by the ActionPoint stockholders of the issuance of
shares of ActionPoint common stock in the Merger and (iii) the conversion of at
least 75% of the aggregate principal amount under the Notes into Captiva common
stock.

In connection with the Merger, ActionPoint's executive
officers and directors entered into voting agreements with Captiva, each dated
as of March 4, 2002 (the "ActionPoint Voting Agreements"), pursuant to
which the ActionPoint executive officers and directors holding approximately
10.1% of the outstanding ActionPoint common stock agree to vote in favor of the
issuance of shares of ActionPoint common stock in connection with the Merger.
In addition, executive officers, directors and certain shareholders of Captiva
entered into voting agreements with ActionPoint, each dated as of March 4, 2002
(the "Captiva Voting Agreements"), pursuant to which the Captiva
executive officers and directors and certain shareholders holding approximately
100% of the outstanding Series A Preferred Stock, 100% of the outstanding Series
B Preferred Stock, 60% of the outstanding Series C Preferred Stock, 100% of the
outstanding Series D Preferred Stock, 47% of the outstanding Series E Preferred
Stock and 29% of the outstanding Captiva common stock agree to vote in favor of
approving the amendment to Captiva's Articles of Incorporation, approving the
Merger and adopting the Merger Agreement and approving the conversion of all of
the Captiva preferred stock.

In connection with the Merger Agreement, ActionPoint and
EquiServe Trust Company, N.A. executed the Second Amendment to Rights Agreement,
dated as of March 4, 2002 (the "Rights Agreement"), pursuant to which
the execution of the Merger Agreement, ActionPoint Voting Agreement, Captiva
Voting Agreement and the consummation of any of the transactions contemplated by
the Merger Agreement will not result in the triggering of any rights under the
Rights Agreement.

A copy of the Merger Agreement is attached hereto as Exhibit
2.1 and is hereby incorporated by reference in its entirety.  A copy of the
Rights Agreement is attached hereto as Exhibit 4.1 and is hereby incorporated by
reference in its entirety.  A copy of the form of ActionPoint Voting Agreement
is attached hereto as Exhibit 10.1 and is hereby incorporated by reference in
its entirety.  A copy of the form of Captiva Voting Agreement is attached hereto
as Exhibit 10.2 and is hereby incorporated by reference in its entirety.  A copy
of the joint press release by ActionPoint and Captiva is attached hereto as
Exhibit 99.1 and is hereby incorporated by reference in its entirety.

ITEM 7.	FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.





|Exhibit Number | Description                                                                                                                                                       
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                   
|2.1            | Agreement and Plan of Merger and Reorganization dated March
4, 2002, by and among ActionPoint, Inc., Condor Merger Corp. and Captiva
Software Corporation.        
|4.1            | Second Amendment to Rights Agreement dated March 4, 2002, by and between
ActionPoint, Inc. and EquiServe Trust Company, N.A.                                      
|10.1           | Form of Voting Agreement, dated as of March 4, 2002, by and among Captiva
Software Corporation and ActionPoint executive officers and directors.                  
|10.2           | Form of Voting Agreement, dated as of March 4, 2002, by and among
ActionPoint, Inc. and Captiva executive officers and directors and certain
Captiva shareholders.
|99.1           | Joint Press Release of ActionPoint, Inc. and Captiva Software Corporation,
dated March 4, 2002.                                                                   



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:  March 20, 2002 | By:	_/s/ Stephen S. Francis___________
Stephen S. Francis
President and Chief Executive Officer
|--------------------- | -----------------------------------------------------------------------------------------------
|                      |                                                                                                

INDEX TO EXHIBITS







|Exhibit Number | Description                                                                                                                                                        | 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|               |                                                                                                                                                                    | 
|2.1            | Agreement and Plan of Merger and Reorganization dated
March 4, 2002, by and among ActionPoint, Inc., Condor Merger Corp. and
Captiva Software Corporation.         | 
|4.1            | Second Amendment to Rights Agreement dated March 4, 2002, by and between
ActionPoint, Inc. and EquiServe Trust Company, N.A.                                       | 
|10.1           | Form of Voting Agreement, dated as of March 4, 2002, by and among Captiva
Software Corporation and ActionPoint executive officers and directors.                   | 
|10.2           | Form of Voting Agreement, dated as of March 4, 2002, by and among
ActionPoint, Inc. and Captiva executive officers and directors and certain
Captiva shareholders. | 
|99.1           | Joint Press Release of ActionPoint, Inc. and Captiva Software Corporation,
dated March 4, 2002.                                                                    |