<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2000.
REGISTRATION NO. 333-94777
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EPRISE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7371 04-3179480
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
1671 WORCESTER ROAD
FRAMINGHAM, MA 01701
(508) 872-0200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOSEPH A. FORGIONE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EPRISE CORPORATION
1671 WORCESTER ROAD
FRAMINGHAM, MA 01701
(508) 872-0200
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C>
DENNIS W. TOWNLEY, ESQ. EDWIN L. MILLER, JR., ESQ.
ANDREA M. TEICHMAN, ESQ. TESTA, HURWITZ & THIBEAULT, LLP
HILL & BARLOW, A PROFESSIONAL CORPORATION 125 HIGH STREET
ONE INTERNATIONAL PLACE BOSTON, MA 02110
BOSTON, MA 02110-2607 (617) 248-7000
(617) 428-3000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________________
If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________________
If this form is a post effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
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This amendment is being filed solely to include the conformed, dated
opinion of Hill & Barlow, counsel to the registrant, as Exhibit 5.1 to the
Registration Statement on Form S-1. No other changes have been made to the
Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 3 to registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Boston,
Massachusetts on March 23, 2000.
EPRISE CORPORATION
By: /s/ ANDREA M. TEICHMAN
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Andrea M. Teichman
Attorney-in-Fact
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to registration statement has been signed by the following
persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<C> <C> <S>
* President, Chief Executive March 23, 2000
- ------------------------------------------------ Officer and Director
(Joseph A. Forgione) (Principal Executive
Officer)
* Vice President, Finance and March 23, 2000
- ------------------------------------------------ Chief Financial Officer,
(Milton A. Alpern) (Principal Financial and
Accounting Officer)
* Chairman of the Board March 23, 2000
- ------------------------------------------------
(Edson D. de Castro)
* Director March 23, 2000
- ------------------------------------------------
(Deborah M. Besemer)
* Director March 23, 2000
- ------------------------------------------------
(Robert C. Fleming)
* Director March 23, 2000
- ------------------------------------------------
(Alain J. Hanover)
* Director March 23, 2000
- ------------------------------------------------
(Nicholas A. Papantonis)
</TABLE>
II-6
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<C> <C> <S>
* Director March 23, 2000
- ------------------------------------------------
(Jonathan B. Radoff)
* Director March 23, 2000
- ------------------------------------------------
(Joseph Tischler)
*By: /s/ ANDREA M. TEICHMAN
-------------------------------------------
Andrea M. Teichman
Attorney-in-fact
</TABLE>
II-7
<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
1.1+ Form of Underwriting Agreement by and among Eprise and the
Underwriters
3.1+ Third Amended and Restated Certificate of Incorporation of
Eprise Corporation filed in the State of Delaware on
November 2, 1999
3.2+ Fifth Amended and Restated Certificate of Incorporation of
Eprise
3.3+ Certificate of Amendment to Fifth Amended and Restated
Certificate of Incorporation of Eprise
3.4+ Form of Amended and Restated Certificate of Incorporation of
Eprise (to be filed with the Secretary of State of Delaware
and effective upon the closing of the offering.)
3.5+ Corporate bylaws of Inner Circle Technologies, Inc., as
currently in effect
3.6+ Form of Amended and Restated By-Laws (to take effect as of
the effective date of the registration statement)
4.1+ Specimen certificate for shares of the common stock of
Eprise
4.2+ Description of capital stock (contained in Exhibits 3.1 and
3.2)
4.3+ Warrant to purchase 50,307 shares of common stock, issued to
Silicon Valley Bank on July 18, 1997
4.4+ Warrant to purchase 326,995 shares of Series A Preferred
Stock, issued to Prism Venture Partners I, L.P. on October
9, 1997
4.5+ Warrant to purchase 75,460 shares of common stock, issued to
Silicon Valley Bank on December 5, 1997
4.6+ Antidilution Agreement with Silicon Valley Bank, dated
December 5, 1997
4.7+ Warrant to purchase 649,227 shares of common stock, issued
to Deutsche Bank Securities Inc. as of September 8, 1999
5.1 Opinion of Hill & Barlow regarding legality of common stock
to be offered hereunder
10.1+ Lease dated as of February 22, 2000 between NDNE 9/90 200
Crossing Boulevard, LLC and Eprise, relating to the future
principal executive offices of Eprise at 200 Crossing
Boulevard, Framingham, Massachusetts
10.2+ Sublease Agreement between NovaLink USA Corporation and
Merkert Enterprises, Inc., as amended
10.3+ Sublease Agreement dated June 9, 1999 between Aquila
Biopharmaceuticals Inc. and Eprise Corporation
10.4+ Eprise Corporation 1997 Stock Option Plan, as amended
through December 1, 1999
10.5+ Eprise 1997 Amended and Restated Stock Option Plan
10.6+ Inner Circle Technologies, Inc. 1994 Stock Option Plan
10.7+ Eprise 2000 Non-Employee Director Stock Option Plan
10.8+ Employment Agreement between Eprise Corporation and Joseph
A. Forgione dated as of November 4, 1997
10.9+ Employment Agreement between Eprise Corporation and Jonathan
B. Radoff dated as of December 17, 1997
10.10+ Eprise 2000 Employee Stock Purchase Plan dated January 5,
2000, as amended through March 22, 2000
10.11+ Eprise Corporation Retirement Saving Plan dated October 14,
1998, as amended
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
10.12+ Second Amended and Restated Stockholders Agreement dated as
of November 8, 1999 among Eprise and the preferred
stockholders of Eprise
10.13+ Second Amended and Restated Registration Rights Agreement
dated as of November 8, 1999 among Eprise and the preferred
stockholders of Eprise
10.14+ Registration Rights Agreement dated July 18, 1997 among
Eprise and Silicon Valley Bank
10.15+ Registration Rights Agreement dated December 5, 1997 among
Eprise and Silicon Valley Bank
10.16+ Loan and Security Agreement among Eprise and Silicon Valley
Bank dated January 28, 1998
10.17+ Negative Pledge Agreement among Eprise and Silicon Valley
Bank dated 1997
10.18+ First Loan Modification Agreement among Eprise and Silicon
Valley Bank dated March 1999
16+ Letter re Change in Certifying Accountant
21.1+ List of Subsidiaries
23.1+ Independent Auditors' Consent -- Deloitte & Touche LLP
23.2+ Independent Accountants' Consent -- Arthur Andersen LLP
23.3 Consent of Hill & Barlow, a Professional Corporation
(contained in Exhibit 5.1)
23.4+ Consent of IDC
27.1+ Eprise Financial Data Schedule for the period ending
December 31, 1999
27.2+ Eprise Financial Data Schedule for the period ending
December 31, 1998
27.3+ Eprise Financial Data Schedule for the period ending
December 31, 1997
27.4+ Eprise Financial Data Schedule for the period ending August
31, 1997
</TABLE>
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+ Previously filed.
<PAGE> 1
EXHIBIT 5.1
ANDREA M. TEICHMAN
DIRECT LINE: 617-428-3540
[email protected]
March 23, 2000
VIA COURIER
Eprise Corporation
1671 Worcester Road
Framingham, MA 01701
Attn.: Joseph A. Forgione, President
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (File No. 333-94777) (as amended, the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), for the
registration of 4,600,000 shares of Common Stock, $.001 par value per share (the
"Shares"), of Eprise Corporation, a Delaware corporation (the "Company"),
including 600,000 Shares issuable upon exercise of an over-allotment option
granted by the Company.
The Shares are to be sold by the Company pursuant to an underwriting
agreement (the "Underwriting Agreement") to be entered into by and among the
Company and Deutsche Banc Alex. Brown, Dain Rauscher Wessels and SoundView
Technology Group, Inc., as representatives of the several underwriters named in
the Underwriting Agreement, the form of which has been filed as Exhibit 1.1 to
the Registration Statement.
We are acting as counsel for the Company in connection with the issue
and sale by the Company of the Shares. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined and
relied upon the Underwriting Agreement, minutes of meetings of the stockholders
and the Board of Directors of the Company as provided to us by the Company,
stock record books of the Company as provided to us by the Company, the
Certificate of Incorporation and By-Laws of the Company, each as restated and/or
amended to date, and such other documents as we have deemed necessary for
purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to
<PAGE> 2
Eprise Corporation
March 23, 2000
Page 2
original documents of all documents submitted to us as copies, the authenticity
of the originals of such latter documents and the legal competence of all
signatories of such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares in accordance with the Underwriting Agreement, to
register and qualify the Shares for sale under all applicable state securities
or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of The Commonwealth of Massachusetts, the
Delaware General Corporation Law statute and the federal laws of the United
States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Underwriting
Agreement, the Shares will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
By: /s/ Andrea M. Teichman
------------------------
Andrea M. Teichman
A member of the firm
/nmg
