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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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
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(Exact name of registration as specified in its charter)
DELAWARE 04-3179480
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(State of Incorporation of organization) (I.R.S. Employer
Identification No.)
1671 WORCESTER ROAD, FRAMINGHAM, MA 01701
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(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 Section 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
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NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001
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(Title of class)
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,
as amended (File No. 333-94777) ("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):
3.2 Fifth Amended and Restated Certificate of Incorporation of
Eprise, filed with the Secretary of State of Delaware on
March 21, 2000 (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form S-1, as amended).
3.3 Certificate of Amendment to Fifth Amended and Restated
Certificate of Incorporation of Eprise, filed with the
Secretary of State of Delaware on March 21, 2000
(incorporated by reference to Exhibit 3.3 to the Registration
Statement on Form S-1, as amended)
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 (incorporated
by reference to Exhibit 3.4 to the Registration Statement on
Form S-1, as amended)
3.5 Corporate By-Laws of Inner Circle Technologies, Inc., as
currently in effect (incorporated by reference to Exhibit 3.5
to the Registration Statement on Form S-1, as amended)
3.6 Form of Amended and Restated By-Laws of Eprise, to take
effect as of the effective date of the Registration Statement
(incorporated by reference to Exhibit 3.6 to the Registration
Statement on Form S-1, as amended).
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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
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Milton A. Alpern
Vice President, Finance
Dated: 03/23/00
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EXHIBIT INDEX
3.2 Fifth Amended and Restated Certificate of Incorporation of
Eprise, filed with the Secretary of State of Delaware on
March 21, 2000 (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form S-1, as amended).
3.3 Certificate of Amendment to Fifth Amended and Restated
Certificate of Incorporation of Eprise, filed with the
Secretary of State of Delaware on March 21, 2000
(incorporated by reference to Exhibit 3.3 to the Registration
Statement on Form S-1, as amended)
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 (incorporated
by reference to Exhibit 3.4 to the Registration Statement on
Form S-1, as amended)
3.5 Corporate By-Laws of Inner Circle Technologies, Inc., as
currently in effect (incorporated by reference to Exhibit 3.5
to the Registration Statement on Form S-1, as amended)
3.6 Form of Amended and Restated By-Laws of Eprise, to take
effect as of the effective date of the Registration Statement
(incorporated by reference to Exhibit 3.6 to the Registration
Statement on Form S-1, as amended).
