content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on April 3, 2000
  
                                           REGISTRATION STATEMENT NO. 333-[______]
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               -----------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                               -----------------------
                                   FIREPOND, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
         DELAWARE                                          41-1462409
  (STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                  890 WINTER STREET
                            WALTHAM, MASSACHUSETTS 02451
                                   (781) 487-8400
     (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                      REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                               FULL TITLE OF THE PLANS
  
                     AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                          1999 STOCK OPTION AND GRANT PLAN
                                 1999 DIRECTOR PLAN
                               -----------------------
                                   KLAUS P. BESIER
                   CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                    FIEPOND, INC.
                                  890 WINTER STREET
                            WALTHAM, MASSACHUSETTS 02451
                                   (781) 487-8400
  
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                                OF AGENT FOR SERVICE)
                               -----------------------
                                   With copies to:
  
        Jack Steele                                           Susan Ledeux
  McDermott, Will & Emery                                    FirePond, Inc.
      28 State Street                                       890 Winter Street
     Boston, MA 02109                                 Waltham, Massachusetts 02451
      (617) 535-4000                                         (781) 487-8400
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =======================================================================================================================
  Title of Securities Being         Amounts to be       Proposed Maximum         Proposed Maximum            Amount of
  Registered                       Registered (1)      Offering Price Per       Aggregate Offering       Registration Fee
                                                           Share (2)                   Price                    (3)
  -----------------------------------------------------------------------------------------------------------------------
  
  <S>                               <C>                  <C>                      <C>                      <C>
  Common Stock, par value $.01
  per share                         4,030,062           $ 3.95                   $ 15,918,744.90          $ 4,202.55
                                    2,191,010             4.46                      9,771,904.60            2,579.78
                                      173,514             7.72                      1,252,771.08              330.73
                                    1,786,947             9.90                     17,657,768.70            4,661.65
                                      836,991            11.00                      8,887,890.00            2,346.40
                                        9,000            55.88                        502,920.00              132.77
                                        8,000            66.00                        528,000.00              139.39
                                        5,000            73.63                        368,150.00               97.19
                                        7,344            84.00                        616,056.00              162.64
                                       21,166            96.00                      2,031,936.00              536.43
                                    2,777,777            40.9375(4)               113,715,245.94           30,020.82
                                   ----------            -------                 ---------------          ----------
                                   11,814,466                                     171,251,387.22           45,210.35
  -----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
       (1)  Includes 127,382 shares to be offered pursuant to the 1997 Stock
            Option Plan, 2,383,749 shares to be offered pursuant to the 1999 Stock
            Option and Grant Plan of the Registrant and 2,666,666 shares to be
            offered pursuant to the 1999 Director Plan. This Registration
            Statement also relates to such indeterminate number of additional
            shares of FirePond, Inc. Common Stock as may be required pursuant to
            the Amended and Restated 1997 Stock Option Plan, the 1999 Stock Option
            and Grant Plan and the 1999 Director Plan in the event of a stock
            dividend, reverse stock split, split-up, recapitalization, forfeiture
            of stock under these plans or other similar event.
  
       (2)  The number of shares and the price per share of all options issued
            prior to January 4, 2000 reflect a two-for-three reverse stock split
            which occurred on that date.
  
  
  <PAGE>   2
  
  
       (3)  This estimate is made pursuant to Rule 457(h) under the Securities Act
            of 1933, as amended (the "Securities Act"), solely for the purposes of
            determining the registration fee and is based upon the prince at which
            outstanding options may be exercised.
  
       (4)  This estimate is made pursuant to Rule 457(c) and (h) under the
            Securities Act of 1933 solely for the purposes of determining the
            amount of the registration fee. The registration fee is based upon the
            average of the high and low prices for the Registrant's Common Stock,
            par value $.01 per share, as reported on the Nasdaq National Market on
            March 30, 2000.
  
  
                                         2
  <PAGE>   3
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.   PLAN INFORMATION.*
  
  Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
            * Information required by Part I to be contained in the Section 10(a)
  Prospectus is omitted from this Registration Statement in accordance with Rule
  428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
  Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
            FirePond, Inc. (the "Registrant") hereby incorporates by
            reference the following documents which have previously been filed
            with the Securities and Exchange Commission:
  
            (a)  the Registrant's final prospectus dated February 4, 2000 as filed
                 with the Securities and Exchange Commission on February 4, 2000
                 pursuant to Rule 424(b) under the Securities Act (the
                 "Prospectus");
  
            (b)  all other reports filed with the Securities and Exchange
                 Commission by the Registrant pursuant to Section 13(a) or 15(d)
                 of the Securities Exchange Act of 1934, as amended (the "Exchange
                 Act") since February 4, 2000; and
  
            (c)  the description of the Registrant's Common Stock contained in the
                 Registration Statement on Form 8-A dated January 31, 2000 as
                 filed with the Securities and Exchange Commission on January 31,
                 2000 pursuant to Section 12(g) of the Securities Exchange Act of
                 1934, as amended.
  
            In addition, all documents subsequently filed with the Securities and
  Exchange Commission 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
  hereto that indicates that all securities offered hereunder have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is 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.
  
  Item 6    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
            In accordance with Section 145 of the General Corporation Law of the
  State of Delaware, Article VII of the Registrant's Restated Certificate of
  Incorporation (the "Certificate") provides that no director of the Registrant
  shall be personally liable to the Registrant or its stockholders 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) in respect of
  intentional misconduct or a knowing violation of law, (iii) in respect of
  certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
  for any transaction from which the director derived an improper personal
  benefit. In addition, the Certificate provides that if the General Corporation
  Law of the State of Delaware is amended to authorize the further elimination or
  limitation of the personal liability of directors, then the liability of a
  director of the Registrant shall be eliminated or limited to the fullest extent
  permitted by the General Corporation Law of the State of Delaware, as so
  amended.
  
            Article V of the Registrant's Amended and Restated By-laws (the
  "By-laws") provides for indemnification by the Registrant of its directors,
  officers and certain non-officer employees (including officers and certain
  non-officer employees of subsidiaries) under certain circumstances against
  expenses (including attorneys fees, judgments, fines and amounts paid in
  settlement) reasonably incurred in connection with the defense or settlement of
  any threatened, pending or completed legal proceeding in which any such person
  is involved by reason of the fact that such person is or was a director, an
  officer or an employee of the Registrant, or is acting in any capacity with
  other entities at the written request of the registrant, if such person acted in
  good faith and in a manner he or she reasonably believed to be in, or not
  opposed to, the best interests of the Registrant, and with respect to criminal
  actions or proceedings, that such person had no reasonable cause to believe his
  or her conduct was unlawful.
  <PAGE>   4
            Under Section 7 of the Underwriting Agreement filed as Exhibit 1.1 to
  the FirePond, Inc. Registration Statement on Form S-1 (File No. 333-90911), the
  Underwriters have agreed to indemnify, under certain conditions, the Registrant,
  its directors, certain officers and persons who control the Registrant within
  the meaning of the Securities Act against certain liabilities.
  
            The Company carries directors' and officers' liability insurance
  covering its directors and officers.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
            Not applicable.
  
  Item 8.   EXHIBITS.
  
            The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  
  <TABLE>
  <CAPTION>
  Exhibits
  --------
  <S>            <C>
           3.3   Third Amended and Restated Certificate of Incorporation of the Registrant*
           3.5   First Amended and Restated By-laws of the Registrant*
           4.1   Specimen Certificate for Shares of Common Stock, par value $.01 per share, of the Registrant*
           5.1   Opinion of McDermott, Will & Emery LLP as to the legality of the securities being offered
          10.1   Amended and Restated 1997 Stock Option Plan of the Registrant*
          10.2   1999 Stock Option and Grant Plan of the Registrant*
          10.3   1999 Director Plan of the Registrant*
          23.1   Consent of McDermott, Will & Emery (included in Exhibit 5.1)
          23.2   Consent of Arthur Andersen LLP
          23.4   Powers of Attorney (included on signature pages to this Registration Statement)
  </TABLE>
  
  ----------------------------
  
  * Incorporated by reference to the relevant exhibit to the FirePond, Inc.
    Registration Statement on Form S-1 (File No. 333-90911), as amended, as filed
    with the Securities and Exchange Commission.
  
  Item 9.   UNDERTAKINGS.
  
            (a)  The undersigned 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 acts 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 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 a twenty
                 percent (20%) 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 (a)(1)(i) and (a)(1)(ii) herein do
            not apply if the Registration Statement is on Form S-3, Form S-8 or
            Form F-3, and the information required to be included in a
            post-effective amendment by those paragraphs is contained in periodic
            reports filed by the undersigned Registrant pursuant to Section 13 or
            Section 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; and
  
                 (3)  To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
  (b)  The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of the
       registrant's annual report pursuant to Section 13(a) or 15(d) of the
       Exchange Act (and, where applicable, each filing of an
  
  
                                         2
  <PAGE>   5
  
  
       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.
  
  (c)  Insofar as indemnification for liabilities arising under the Securities Act
       may be permitted to directors, officers and controlling persons of the
       Registrant pursuant to the foregoing provisions, or otherwise, the
       Registrant has been advised that in the opinion of the Securities and
       Exchange 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.
  
  
                                         3
  <PAGE>   6
  
  
       Pursuant to the requirements of the Securities Act, FirePond, Inc.
  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 Waltham, Massachusetts on March 31, 2000
  
                                         FirePond, Inc.
  
                                         By: /s/ Klaus P. Besier
                                             -------------------------------------
                                             Klaus P. Besier
                                             Chairman, Chief Executive Officer and
                                               President
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints each of Klaus P. Besier and Paul K. McDermott
  such person's true and lawful attorney-in-fact and agent with full power of
  substitution and resubstitution for such period and in such person's name, place
  and stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file with
  same, with all exhibits thereto, and all documents in connection therewith, with
  the Securities and Exchange Commission, granting unto each said attorney-in-fact
  and agent full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises, as fully to
  all intents and purposes as such person might or could do in person, hereby
  ratifying and confirming all that any said attorney-in-fact and agent, or any
  substitute or substitutes of any of them, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, 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/ Klaus P. Besier                       Chairman, President, Chief Executive Officer,          March 31, 2000
  ---------------------------------------   and Director (Principal Executive Officer)
  Klaus P. Besier
  
  
  /s/ Paul K. McDermott                     Chief Financial Officer and Vice President             March 31, 2000
  ---------------------------------------   of Finance and Administration (Principal Financial
  Paul K. McDermott                         and Accounting Officer)
  
  
  /s/ Paul R. Butare                        Director                                               March 31, 2000
  ---------------------------------------
  Paul R. Butare
  
  
  /s/ J. Michael Cline                      Director                                               March 31, 2000
  ---------------------------------------
  J. Michael Cline
  
  
  /s/ William O. Grabe                      Director                                               March 31, 2000
  ---------------------------------------
  William O. Grabe
  
  
  ---------------------------------------   Director
  Gerhard Schulmeyer
  
  
  ---------------------------------------   Director
  Larry Weber
  </TABLE>
  
  
                                         4
  <PAGE>   7
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
       Exhibits
       --------
  <S>            <C>
         3.3     Third Amended and Restated Certificate of Incorporation of the Registrant*
         3.5     First Amended and Restated By-laws of the Registrant*
         4.1     Specimen Certificate for Shares of Common Stock, par value $.01 per share, of the Registrant*
         5.1     Opinion of McDermott, Will & Emery LLP as to the legality of the securities being offered
        10.1     Amended and Restated 1997 Stock Option Plan*
        10.2     1999 Stock Option and Grant Plan of the Registrant*
        10.3     1999 Director Plan of the Registrant*
        23.1     Consent of McDermott, Will & Emery (included in Exhibit 5.1)
        23.2     Consent of Arthur Andersen LLP
        23.4     Powers of Attorney (included on signature pages to this Registration Statement)
  </TABLE>
  
  -------------------------
  
  * Incorporated by reference to the relevant exhibit to the FirePond, Inc.
    Registration Statement on Form S-1 (File No. 333-90911), as amended, as filed
    with the Securities and Exchange Commission.
  
  
                                         5
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FIREPOND INC   S-8", "secsgml_size_bytes": 23060}]
metadata_filer: {"company-data": {"conformed-name": "FIREPOND INC", "cik": "0001098574", "assigned-sic": "7371", "irs-number": "411462409", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33932", "film-number": "592741"}, "business-address": {"street1": "WALTHAM WOODS CORPORATE CENTER", "street2": "890 WINTER STREET SUITE 300", "city": "WALTHAM", "state": "MA", "zip": "02451", "phone": "7814878400"}, "mail-address": {"street1": "WALTHAM WOODS CORPORATE CENTER", "street2": "890 WINTER STREET SUITE 300", "city": "WALTHAM", "state": "MA", "zip": "02451"}}
text: 1
  
       As filed with the Securities and Exchange Commission on April 3, 2000
  
                                           REGISTRATION STATEMENT NO. 333-[______]
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               -----------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                               -----------------------
                                   FIREPOND, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
         DELAWARE                                          41-1462409
  (STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                  890 WINTER STREET
                            WALTHAM, MASSACHUSETTS 02451
                                   (781) 487-8400
     (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                      REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                               FULL TITLE OF THE PLANS
  
                     AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                          1999 STOCK OPTION AND GRANT PLAN
                                 1999 DIRECTOR PLAN
                               -----------------------
                                   KLAUS P. BESIER
                   CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                    FIEPOND, INC.
                                  890 WINTER STREET
                            WALTHAM, MASSACHUSETTS 02451
                                   (781) 487-8400
  
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                                OF AGENT FOR SERVICE)
                               -----------------------
                                   With copies to:
  
        Jack Steele                                           Susan Ledeux
  McDermott, Will & Emery                                    FirePond, Inc.
      28 State Street                                       890 Winter Street
     Boston, MA 02109                                 Waltham, Massachusetts 02451
      (617) 535-4000                                         (781) 487-8400
  
                           CALCULATION OF REGISTRATION FEE
  =======================================================================================================================
  Title of Securities Being         Amounts to be       Proposed Maximum         Proposed Maximum            Amount of
  Registered                       Registered (1)      Offering Price Per       Aggregate Offering       Registration Fee
                                                           Share (2)                   Price                    (3)
  -----------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.01
  per share                         4,030,062           $ 3.95                   $ 15,918,744.90          $ 4,202.55
                                    2,191,010             4.46                      9,771,904.60            2,579.78
                                      173,514             7.72                      1,252,771.08              330.73
                                    1,786,947             9.90                     17,657,768.70            4,661.65
                                      836,991            11.00                      8,887,890.00            2,346.40
                                        9,000            55.88                        502,920.00              132.77
                                        8,000            66.00                        528,000.00              139.39
                                        5,000            73.63                        368,150.00               97.19
                                        7,344            84.00                        616,056.00              162.64
                                       21,166            96.00                      2,031,936.00              536.43
                                    2,777,777            40.9375(4)               113,715,245.94           30,020.82
                                   ----------            -------                 ---------------          ----------
                                   11,814,466                                     171,251,387.22           45,210.35
  -----------------------------------------------------------------------------------------------------------------------
  (1)  Includes 127,382 shares to be offered pursuant to the 1997 Stock
            Option Plan, 2,383,749 shares to be offered pursuant to the 1999 Stock
            Option and Grant Plan of the Registrant and 2,666,666 shares to be
            offered pursuant to the 1999 Director Plan. This Registration
            Statement also relates to such indeterminate number of additional
            shares of FirePond, Inc. Common Stock as may be required pursuant to
            the Amended and Restated 1997 Stock Option Plan, the 1999 Stock Option
            and Grant Plan and the 1999 Director Plan in the event of a stock
            dividend, reverse stock split, split-up, recapitalization, forfeiture
            of stock under these plans or other similar event.
  
       (2)  The number of shares and the price per share of all options issued
            prior to January 4, 2000 reflect a two-for-three reverse stock split
            which occurred on that date.
  2
  
       (3)  This estimate is made pursuant to Rule 457(h) under the Securities Act
            of 1933, as amended (the "Securities Act"), solely for the purposes of
            determining the registration fee and is based upon the prince at which
            outstanding options may be exercised.
  
       (4)  This estimate is made pursuant to Rule 457(c) and (h) under the
            Securities Act of 1933 solely for the purposes of determining the
            amount of the registration fee. The registration fee is based upon the
            average of the high and low prices for the Registrant's Common Stock,
            par value $.01 per share, as reported on the Nasdaq National Market on
            March 30, 2000.
  
                                         2
  3
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.   PLAN INFORMATION.*
  
  Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
            * Information required by Part I to be contained in the Section 10(a)
  Prospectus is omitted from this Registration Statement in accordance with Rule
  428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
  Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
            FirePond, Inc. (the "Registrant") hereby incorporates by
            reference the following documents which have previously been filed
            with the Securities and Exchange Commission:
  
            (a)  the Registrant's final prospectus dated February 4, 2000 as filed
                 with the Securities and Exchange Commission on February 4, 2000
                 pursuant to Rule 424(b) under the Securities Act (the
                 "Prospectus");
  
            (b)  all other reports filed with the Securities and Exchange
                 Commission by the Registrant pursuant to Section 13(a) or 15(d)
                 of the Securities Exchange Act of 1934, as amended (the "Exchange
                 Act") since February 4, 2000; and
  
            (c)  the description of the Registrant's Common Stock contained in the
                 Registration Statement on Form 8-A dated January 31, 2000 as
                 filed with the Securities and Exchange Commission on January 31,
                 2000 pursuant to Section 12(g) of the Securities Exchange Act of
                 1934, as amended.
  
            In addition, all documents subsequently filed with the Securities and
  Exchange Commission 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
  hereto that indicates that all securities offered hereunder have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is 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.
  
  Item 6    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
            In accordance with Section 145 of the General Corporation Law of the
  State of Delaware, Article VII of the Registrant's Restated Certificate of
  Incorporation (the "Certificate") provides that no director of the Registrant
  shall be personally liable to the Registrant or its stockholders 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) in respect of
  intentional misconduct or a knowing violation of law, (iii) in respect of
  certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
  for any transaction from which the director derived an improper personal
  benefit. In addition, the Certificate provides that if the General Corporation
  Law of the State of Delaware is amended to authorize the further elimination or
  limitation of the personal liability of directors, then the liability of a
  director of the Registrant shall be eliminated or limited to the fullest extent
  permitted by the General Corporation Law of the State of Delaware, as so
  amended.
  
            Article V of the Registrant's Amended and Restated By-laws (the
  "By-laws") provides for indemnification by the Registrant of its directors,
  officers and certain non-officer employees (including officers and certain
  non-officer employees of subsidiaries) under certain circumstances against
  expenses (including attorneys fees, judgments, fines and amounts paid in
  settlement) reasonably incurred in connection with the defense or settlement of
  any threatened, pending or completed legal proceeding in which any such person
  is involved by reason of the fact that such person is or was a director, an
  officer or an employee of the Registrant, or is acting in any capacity with
  other entities at the written request of the registrant, if such person acted in
  good faith and in a manner he or she reasonably believed to be in, or not
  opposed to, the best interests of the Registrant, and with respect to criminal
  actions or proceedings, that such person had no reasonable cause to believe his
  or her conduct was unlawful.
  4
            Under Section 7 of the Underwriting Agreement filed as Exhibit 1.1 to
  the FirePond, Inc. Registration Statement on Form S-1 (File No. 333-90911), the
  Underwriters have agreed to indemnify, under certain conditions, the Registrant,
  its directors, certain officers and persons who control the Registrant within
  the meaning of the Securities Act against certain liabilities.
  
            The Company carries directors' and officers' liability insurance
  covering its directors and officers.
  
  Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
            Not applicable.
  
  Item 8.   EXHIBITS.
  
            The following is a complete list of exhibits filed or incorporated by
  reference as part of this Registration Statement.
  Exhibits
  --------
  3.3   Third Amended and Restated Certificate of Incorporation of the Registrant*
           3.5   First Amended and Restated By-laws of the Registrant*
           4.1   Specimen Certificate for Shares of Common Stock, par value $.01 per share, of the Registrant*
           5.1   Opinion of McDermott, Will & Emery LLP as to the legality of the securities being offered
          10.1   Amended and Restated 1997 Stock Option Plan of the Registrant*
          10.2   1999 Stock Option and Grant Plan of the Registrant*
          10.3   1999 Director Plan of the Registrant*
          23.1   Consent of McDermott, Will & Emery (included in Exhibit 5.1)
          23.2   Consent of Arthur Andersen LLP
          23.4   Powers of Attorney (included on signature pages to this Registration Statement)
  ----------------------------
  
  * Incorporated by reference to the relevant exhibit to the FirePond, Inc.
    Registration Statement on Form S-1 (File No. 333-90911), as amended, as filed
    with the Securities and Exchange Commission.
  
  Item 9.   UNDERTAKINGS.
  
            (a)  The undersigned 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 acts 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 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 a twenty
                 percent (20%) 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 (a)(1)(i) and (a)(1)(ii) herein do
            not apply if the Registration Statement is on Form S-3, Form S-8 or
            Form F-3, and the information required to be included in a
            post-effective amendment by those paragraphs is contained in periodic
            reports filed by the undersigned Registrant pursuant to Section 13 or
            Section 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; and
  
                 (3)  To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
  (b)  The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of the
       registrant's annual report pursuant to Section 13(a) or 15(d) of the
       Exchange Act (and, where applicable, each filing of an
  
                                         2
  5
  
       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.
  
  (c)  Insofar as indemnification for liabilities arising under the Securities Act
       may be permitted to directors, officers and controlling persons of the
       Registrant pursuant to the foregoing provisions, or otherwise, the
       Registrant has been advised that in the opinion of the Securities and
       Exchange 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.
  
                                         3
  6
  
       Pursuant to the requirements of the Securities Act, FirePond, Inc.
  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 Waltham, Massachusetts on March 31, 2000
  
                                         FirePond, Inc.
  
                                         By: /s/ Klaus P. Besier
                                             -------------------------------------
                                             Klaus P. Besier
                                             Chairman, Chief Executive Officer and
                                               President
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
  below constitutes and appoints each of Klaus P. Besier and Paul K. McDermott
  such person's true and lawful attorney-in-fact and agent with full power of
  substitution and resubstitution for such period and in such person's name, place
  and stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement, and to file with
  same, with all exhibits thereto, and all documents in connection therewith, with
  the Securities and Exchange Commission, granting unto each said attorney-in-fact
  and agent full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises, as fully to
  all intents and purposes as such person might or could do in person, hereby
  ratifying and confirming all that any said attorney-in-fact and agent, or any
  substitute or substitutes of any of them, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                 TITLE                                                          DATE
  /s/ Klaus P. Besier                       Chairman, President, Chief Executive Officer,          March 31, 2000
  ---------------------------------------   and Director (Principal Executive Officer)
  Klaus P. Besier
  
  /s/ Paul K. McDermott                     Chief Financial Officer and Vice President             March 31, 2000
  ---------------------------------------   of Finance and Administration (Principal Financial
  Paul K. McDermott                         and Accounting Officer)
  
  /s/ Paul R. Butare                        Director                                               March 31, 2000
  ---------------------------------------
  Paul R. Butare
  
  /s/ J. Michael Cline                      Director                                               March 31, 2000
  ---------------------------------------
  J. Michael Cline
  
  /s/ William O. Grabe                      Director                                               March 31, 2000
  ---------------------------------------
  William O. Grabe
  
  ---------------------------------------   Director
  Gerhard Schulmeyer
  
  ---------------------------------------   Director
  Larry Weber
  4
  7
  
                                    EXHIBIT INDEX
  Exhibits
       --------
  3.3     Third Amended and Restated Certificate of Incorporation of the Registrant*
         3.5     First Amended and Restated By-laws of the Registrant*
         4.1     Specimen Certificate for Shares of Common Stock, par value $.01 per share, of the Registrant*
         5.1     Opinion of McDermott, Will & Emery LLP as to the legality of the securities being offered
        10.1     Amended and Restated 1997 Stock Option Plan*
        10.2     1999 Stock Option and Grant Plan of the Registrant*
        10.3     1999 Director Plan of the Registrant*
        23.1     Consent of McDermott, Will & Emery (included in Exhibit 5.1)
        23.2     Consent of Arthur Andersen LLP
        23.4     Powers of Attorney (included on signature pages to this Registration Statement)
  -------------------------
  
  * Incorporated by reference to the relevant exhibit to the FirePond, Inc.
    Registration Statement on Form S-1 (File No. 333-90911), as amended, as filed
    with the Securities and Exchange Commission.
  
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