EPRISE CORP
8-A12G, 2000-02-03
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                   -----------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               EPRISE CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of registration as specified in its charter)


                 Delaware                                   04-3179480
 --------------------------------------                 ------------------
(State of Incorporation of organization)                 (I.R.S. Employer
                                                        Identification No.)

    1671 Worcester Road, Framingham, MA                         01701
  ---------------------------------------                     ---------
  (Address of principal executive offices)                    (Zip Code)

         If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A. (c), check the following box. / /

         If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A. (d), check the following box. /X/

         Securities to be registered pursuant to 12(b) of the Act:

     TITLE OF EACH CLASS                     NAME OF EACH EXCHANGE ON WHICH
     TO BE SO REGISTERED                     EACH CLASS IS TO BE REGISTERED
     -------------------                     -------------------------------


          None
     -------------------                     -------------------------------


         Securities to be registered pursuant to Section 12(g) of the Act:

                         Common Stock , par value $0.001
                         -------------------------------
                                (Title of class)


<PAGE>   2

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

                  The description under the heading "Description of Capital
Stock" relating to the Registrant's Common Stock, $0.001 par value per share, in
the Prospectus included in the Registrant's Registration Statement on Form S-1
(File No. 333-94777) (the "Registration Statement on form S-1") is incorporated
herein by reference.

         Item 2.  EXHIBITS

                  The following exhibits are filed herewith (or incorporated by
reference as indicated below):

      3.1          Third Amended and Restated Certificate of Incorporation of
                   Eprise filed in the State of Delaware on November 4, 1999
                   (incorporated by reference to Exhibit 3.1 of the Registration
                   Statement on Form S-1).

      3.5          By-Laws of Eprise, as currently in effect (incorporated by
                   reference to Exhibit 3.5 to the Registration Statement on
                   Form S-1).





<PAGE>   3



                                   EXHIBIT INDEX

     3.1           Third Amended and Restated Certificate of Incorporation of
                   Eprise filed in the State of Delaware on November 4, 1999
                   (incorporated by reference to Exhibit 3.1 of the Registration
                   Statement on Form S-1).

     3.5           By-Laws of Eprise, as currently in effect (incorporated by
                   reference to Exhibit 3.5 to the Registration Statement on
                   Form S-1).







<PAGE>   4


                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                       EPRISE CORPORATION


                                       By:  /s/ Milton A. Alpern
                                            -----------------------------------
                                            Milton A. Alpern
                                            Vice President, Finance


                                       Dated:  01/28/00


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