content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on February 20, 2001
  
                                              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 PLAN
  
                      BRIGHTWARE ACQUISITION STOCK OPTION PLAN
  
                    - - - - - - - - - - - - - - - - - - - - - - -
  
                                   KLAUS P. BESIER
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                   FIREPOND, 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
                               McDermott, Will & Emery
                                   28 State Street
                                  Boston, MA 02109
                                   (617) 535-4000
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  
  ==========================================================================================================================
                                         Amounts to      Proposed Maximum         Proposed Maximum           Amount of
     Tittle of Securities                     be         Offering Price Per       Aggregate Offering       Registration Fee
       Being Registered                  Registered          Share (1)                Price (1)                 (1)
  --------------------------------------------------------------------------------------------------------------------------
  <S>                                    <C>                    <C>                     <C>                     <C>
  Common Stock, par value $.01 per
  share, issuable pursuant to the
  Brightware 2001 Acquisition Stock
  Option Plan                            1,000,000              $3.03125                $3,031,250              $757.82
  ===========================================================================================================================
  </TABLE>
  
  (1)      The Proposed Maximum Offering Price Per Share and the Proposed
           Aggregate Offering Price are 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 February 13, 2001, in
           accordance with Rules 457(h) and (c) under the Securities Act of 1933,
           as amended, and are utilized solely for the purpose of calculating the
           Amount of Registration Fee.
  
  
  
  
  <PAGE>   2
  
  
                                       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 Annual Report on Form 10-K for the fiscal
                    year ended October 31, 2000 filed with the Securities and
                    Exchange Commission on January 29, 2001 (File No. 000-29251);
  
           (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 October 31, 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
  
  <PAGE>   3
  
  
  
  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.
  
           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
              4.1   Third Amended and Restated Certificate of Incorporation of the
                    Registrant (incorporated by reference to Exhibit 3.3 to the
                    FirePond, Inc. Registration Statement on Form S-1 (File No.
                    333-90911), as amended, which was originally filed with the
                    Securities and Exchange Commission on November 12, 1999).
              4.2   First Amended and Restated By-laws of the Registrant
                    (incorporated by reference to Exhibit 3.5 to the FirePond,
                    Inc. Registration Statement on Form S-1 (File No. 333-90911),
                    as amended, which was originally filed with the Securities and
                    Exchange Commission on November 12, 1999).
              4.3   Specimen Certificate for Shares of Common Stock, par value
                    $.01 per share, of the Registrant (incorporated by reference
                    to Exhibit 4.1 to the FirePond, Inc. Registration Statement on
                    Form S-1 (File No. 333-90911), as amended, which was
                    originally filed with the Securities and Exchange Commission
                    on November 12, 1999).
              4.4   Brightware Acquisition Stock Option Plan of the Registrant.
              5.1   Opinion of McDermott, Will & Emery LLP as to the legality of
                    the securities being offered.
             23.1   Consent of McDermott, Will & Emery (included in Exhibit 5.1).
             23.2   Consent of Arthur Andersen LLP.
             24.1   Powers of Attorney (included on signature pages to this
                    Registration Statement).
  
  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
  
                                         2
  <PAGE>   4
  
                    (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 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>   5
  
  
           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 February 15, 2001
  
                                      FirePond, Inc.
  
                                       By: /s/ Klaus P. Besier
                                           -------------------------------------
                                           Klaus P. Besier
                                           Chairman and Chief Executive Officer
  
  
  
  
                                  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, Chief Executive Officer,                     February 15, 2001
  Klaus P. Besier                           and Director (Principal Executive Officer)
  
  /s/ Paul K. McDermott
  -----------------------------------       Chief Financial Officer and Vice President             February 15, 2001
  Paul K. McDermott                         of Finance and Administration (Principal Financial
                                            and Accounting Officer)
  
  /s/ Paul R. Butare
  -----------------------------------       Director                                               February 15, 2001
  Paul R. Butare
  
  /s/ J. Michael Cline
  -----------------------------------       Director                                               February 15, 2001
  J. Michael Cline
  
  /s/ William O. Grabe
  -----------------------------------       Director                                               February 15, 2001
  William O. Grabe
  
  /s/ Gerhard Schulmeyer
  -----------------------------------       Director                                               February 15, 2001
  Gerhard Schulmeyer
  
  /s/ Larry Weber
  -----------------------------------       Director                                               February 15, 2001
  Larry Weber
  </TABLE>
  
                                         4
  <PAGE>   6
  
  
  
  
                                    EXHIBIT INDEX
  
  
  Exhibits
              4.1   Third Amended and Restated Certificate of Incorporation of the
                    Registrant (incorporated by reference to Exhibit 3.3 to the
                    FirePond, Inc. Registration Statement on Form S-1 (File No.
                    333-90911), as amended, which was originally filed with the
                    Securities and Exchange Commission on November 12, 1999).
              4.2   First Amended and Restated By-laws of the Registrant
                    (incorporated by reference to Exhibit 3.5 to the FirePond,
                    Inc. Registration Statement on Form S-1 (File No. 333-90911),
                    as amended, which was originally filed with the Securities and
                    Exchange Commission on November 12, 1999).
              4.3   Specimen Certificate for Shares of Common Stock, par value
                    $.01 per share, of the Registrant (incorporated by reference
                    to Exhibit 4.1 to the FirePond, Inc. Registration Statement on
                    Form S-1 (File No. 333-90911), as amended, which was
                    originally filed with the Securities and Exchange Commission
                    on November 12, 1999).
              4.4   Brightware Acquisition Stock Option Plan of the Registrant.
              5.1   Opinion of McDermott, Will & Emery LLP as to the legality of
                    the securities being offered.
             23.1   Consent of McDermott, Will & Emery (included in Exhibit 5.1).
             23.2   Consent of Arthur Andersen LLP.
             24.1   Powers of Attorney (included on signature pages to this
                    Registration Statement).
  
  -----------------
  
                                         5
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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": "333-55926", "film-number": "1550616"}, "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 February 20, 2001
  
                                              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 PLAN
  
                      BRIGHTWARE ACQUISITION STOCK OPTION PLAN
  
                    - - - - - - - - - - - - - - - - - - - - - - -
  
                                   KLAUS P. BESIER
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                   FIREPOND, 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
                               McDermott, Will & Emery
                                   28 State Street
                                  Boston, MA 02109
                                   (617) 535-4000
  
                           CALCULATION OF REGISTRATION FEE
  ==========================================================================================================================
                                         Amounts to      Proposed Maximum         Proposed Maximum           Amount of
     Tittle of Securities                     be         Offering Price Per       Aggregate Offering       Registration Fee
       Being Registered                  Registered          Share (1)                Price (1)                 (1)
  --------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.01 per
  share, issuable pursuant to the
  Brightware 2001 Acquisition Stock
  Option Plan                            1,000,000              $3.03125                $3,031,250              $757.82
  ===========================================================================================================================
  (1)      The Proposed Maximum Offering Price Per Share and the Proposed
           Aggregate Offering Price are 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 February 13, 2001, in
           accordance with Rules 457(h) and (c) under the Securities Act of 1933,
           as amended, and are utilized solely for the purpose of calculating the
           Amount of Registration Fee.
  2
  
                                       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 Annual Report on Form 10-K for the fiscal
                    year ended October 31, 2000 filed with the Securities and
                    Exchange Commission on January 29, 2001 (File No. 000-29251);
  
           (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 October 31, 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
  3
  
  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.
  
           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
              4.1   Third Amended and Restated Certificate of Incorporation of the
                    Registrant (incorporated by reference to Exhibit 3.3 to the
                    FirePond, Inc. Registration Statement on Form S-1 (File No.
                    333-90911), as amended, which was originally filed with the
                    Securities and Exchange Commission on November 12, 1999).
              4.2   First Amended and Restated By-laws of the Registrant
                    (incorporated by reference to Exhibit 3.5 to the FirePond,
                    Inc. Registration Statement on Form S-1 (File No. 333-90911),
                    as amended, which was originally filed with the Securities and
                    Exchange Commission on November 12, 1999).
              4.3   Specimen Certificate for Shares of Common Stock, par value
                    $.01 per share, of the Registrant (incorporated by reference
                    to Exhibit 4.1 to the FirePond, Inc. Registration Statement on
                    Form S-1 (File No. 333-90911), as amended, which was
                    originally filed with the Securities and Exchange Commission
                    on November 12, 1999).
              4.4   Brightware Acquisition Stock Option Plan of the Registrant.
              5.1   Opinion of McDermott, Will & Emery LLP as to the legality of
                    the securities being offered.
             23.1   Consent of McDermott, Will & Emery (included in Exhibit 5.1).
             23.2   Consent of Arthur Andersen LLP.
             24.1   Powers of Attorney (included on signature pages to this
                    Registration Statement).
  
  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
  
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                    (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 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
  5
  
           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 February 15, 2001
  
                                      FirePond, Inc.
  
                                       By: /s/ Klaus P. Besier
                                           -------------------------------------
                                           Klaus P. Besier
                                           Chairman and Chief Executive Officer
  
                                  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, Chief Executive Officer,                     February 15, 2001
  Klaus P. Besier                           and Director (Principal Executive Officer)
  
  /s/ Paul K. McDermott
  -----------------------------------       Chief Financial Officer and Vice President             February 15, 2001
  Paul K. McDermott                         of Finance and Administration (Principal Financial
                                            and Accounting Officer)
  
  /s/ Paul R. Butare
  -----------------------------------       Director                                               February 15, 2001
  Paul R. Butare
  
  /s/ J. Michael Cline
  -----------------------------------       Director                                               February 15, 2001
  J. Michael Cline
  
  /s/ William O. Grabe
  -----------------------------------       Director                                               February 15, 2001
  William O. Grabe
  
  /s/ Gerhard Schulmeyer
  -----------------------------------       Director                                               February 15, 2001
  Gerhard Schulmeyer
  
  /s/ Larry Weber
  -----------------------------------       Director                                               February 15, 2001
  Larry Weber
  4
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                                    EXHIBIT INDEX
  
  Exhibits
              4.1   Third Amended and Restated Certificate of Incorporation of the
                    Registrant (incorporated by reference to Exhibit 3.3 to the
                    FirePond, Inc. Registration Statement on Form S-1 (File No.
                    333-90911), as amended, which was originally filed with the
                    Securities and Exchange Commission on November 12, 1999).
              4.2   First Amended and Restated By-laws of the Registrant
                    (incorporated by reference to Exhibit 3.5 to the FirePond,
                    Inc. Registration Statement on Form S-1 (File No. 333-90911),
                    as amended, which was originally filed with the Securities and
                    Exchange Commission on November 12, 1999).
              4.3   Specimen Certificate for Shares of Common Stock, par value
                    $.01 per share, of the Registrant (incorporated by reference
                    to Exhibit 4.1 to the FirePond, Inc. Registration Statement on
                    Form S-1 (File No. 333-90911), as amended, which was
                    originally filed with the Securities and Exchange Commission
                    on November 12, 1999).
              4.4   Brightware Acquisition Stock Option Plan of the Registrant.
              5.1   Opinion of McDermott, Will & Emery LLP as to the legality of
                    the securities being offered.
             23.1   Consent of McDermott, Will & Emery (included in Exhibit 5.1).
             23.2   Consent of Arthur Andersen LLP.
             24.1   Powers of Attorney (included on signature pages to this
                    Registration Statement).
  
  -----------------
  
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