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As filed with the Securities and Exchange Commission on August 29, 2000
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EPRISE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
04-3179480
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(I.R.S. Employer Identification Number)
1671 WORCESTER ROAD, FRAMINGHAM, MASSACHUSETTS, 01701 (508) 661-5200
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(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
EPRISE CORPORATION
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1994 STOCK OPTION PLAN
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EPRISE CORPORATION
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AMENDED AND RESTATED 1997 STOCK OPTION PLAN
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EPRISE CORPORATION
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2000 EMPLOYEE STOCK PURCHASE PLAN
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EPRISE CORPORATION
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2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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(Full title of the plan)
MILTON A. ALPERN, 1671 WORCESTER ROAD, FRAMINGHAM, MASSACHUSETTS, 01701
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(508) 661-5200
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(Name and Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copy to:
Andrea M. Teichman, Esq., Hill & Barlow, a Professional Corporation
ONE INTERNATIONAL PLACE, BOSTON, MASSACHUSETTS 02110
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Calculation of Registration Fee
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<TABLE>
<CAPTION>
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TITLE OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM REGISTRATION FEE
NAME OF PLAN REGISTERED REGISTERED(3) PER UNIT AGGREGATE OFFERING PRICE (7)
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<S> <C> <C> <C> <C> <C>
Eprise Corporation Common Stock 12,744 $ 0.255(6) $ 3,249.72(6) $ 0.86
Amended and Restated ($.001 par value)
1997 Stock Option Plan
(1)
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161,977 $ 0.306(6) $ 49,564.96(6) $ 13.09
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54,019 $ 0.459(6) $ 24,794.72(6) $ 6.55
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204,871 $ 0.638(6) $ 130,707.70(6) $ 34.51
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153,036 $ 3.927(6) $ 600,972.37(6) $ 158.66
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304,182 $ 6.885(6) $ 2,094,293.07(6) $ 552.89
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45,094 $ 9.180(6) $ 413,962.92(6) $ 109.29
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167,254 $ 9.945(6) $ 1,663,341.03(6) $ 439.12
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199,928 $10.125(6) $ 2,024,271.00(6) $ 534.41
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123,596 $17.750(6) $ 2,193,829.00(6) $ 579.17
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3,182,261 $16.906(4) $53,799,304.47(4) $14,203.02
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1,642,356(5) $16.906(4) $27,765,670.54(4) $ 7,330.14
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Eprise Corporation Common Stock 1,176,469 $14.370(8) $16,905,859.53(8) $ 4,463.15
2000 Employee Stock ($.001 par value)
Purchase Plan (2)
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Eprise Corporation Common Stock 47,058 $15.000(6) $ 705,870(6) $ 186.35
2000 Non-Employee ($.001 par value)
Director Stock Option
Plan
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227,452 $16.906(4) $ 3,845,303.51(4) $ 1,015.16
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</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
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Eprise Corporation Common Stock 22,337 $ 0.255(6) $ 5,695.94(6) $ 1.50
1994 Stock Option Plan ($.001 par value)
(9)
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TOTALS 7,724,634 $112,226,690.47 $29,627.85
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</TABLE>
(1) This Registration Statement covers the maximum number of shares
currently available under the Company's Amended and Restated 1997 Stock
Option Plan (the "1997 Plan"), as well as an additional 2,745,098
shares in the aggregate that may become available for purchase under
the 1997 Plan on January 1 of 2001 and 2002 pursuant to an evergreen
feature of the 1997 Plan that provides for an automatic increase in the
available shares by an amount equal to the lesser of (i) 5% of the
total number of shares of Common Stock that are issued and outstanding
(including shares convertible into Common Stock, on an as-converted
basis) or held in treasury as of the close of business on December 31
of the preceding year or (ii) 1,372,549 shares. In addition, up to
22,337 shares subject to options under the Company's 1994 Stock Option
Plan (the "1994 Plan") which would have become available for subsequent
option grants under the 1994 Plan upon expiration, termination,
forfeiture or repurchase shall instead become available for grants
under the 1997 Plan, thereby increasing the maximum number of Shares
that may be made subject to options under the 1997 Plan.
(2) This Registration Statement covers the maximum number of shares
currently available under the Company's 2000 Employee Stock Purchase
Plan (the "Purchase Plan"), as well as an additional 588,234 shares in
the aggregate that may become available for purchase under the Purchase
Plan on January 1 of 2001 and 2002 pursuant to an evergreen feature of
the Purchase Plan that provides for an automatic increase in the
available shares by an amount equal to the lesser of (i) 1% of the
total number of shares of Common Stock that are issued and outstanding
(including shares convertible into Common Stock, on an as-converted
basis) or held in treasury as of the close of business on December 31
of the preceding year or (ii) 294,117 shares.
(3) Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the
"Securities Act of 1933"), this Registration Statement also covers,
with respect to each of the plans, such additional shares of Common
Stock as may be issuable pursuant to adjustments for any
recapitalization, stock split, stock dividend or similar change in the
capitalization of the Company.
(4) Estimated solely for the purpose of computing the registration fee.
These amounts were calculated pursuant to Rule 457(c) upon the basis of
the average of the high and low prices of the registrant's Common Stock
as reported in the consolidated reporting system of the Nasdaq National
Market System on August 24, 2000.
<PAGE> 5
(5) These shares are offered for resale and were originally issued under
the 1994 Plan or the 1997 Plan.
(6) These amounts have been calculated pursuant to Rule 457(h)(1) based on
the price at which the applicable options may be exercised.
(7) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act of 1933 as follows: .0264% of the Proposed Maximum
Aggregate Offering Price of the shares of Common Stock registered
hereby.
(8) The Purchase Plan establishes a purchase price equal to 85% of the fair
market value of the Company's common stock. Therefore, pursuant to Rule
457(c), these amounts have been calculated based on 85% of the average
of the high and low prices of the registrant's Common Stock as reported
in the consolidated reporting system of the Nasdaq National Market
System on August 24, 2000.
(9) The shares being registered hereby under the 1994 Plan which would have
become available for subsequent option grants under the 1994 Plan upon
expiration, termination, forfeiture or repurchase shall instead become
available for grants under the 1997 Plan, thereby increasing the
maximum number of Shares that may be made subject to options under the
1997 Plan.
EXPLANATORY NOTE
Eprise Corporation (the "Company," "we," or "us") has prepared this
registration statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933 to register shares of common stock issued or issuable
pursuant to the Company's 1994 Stock Option Plan, the Company's Amended and
Restated 1997 Stock Option Plan, the Company's 2000 Employee Stock Purchase
Plan, and the Company's 2000 Non-Employee Director Stock Option Plan
(collectively, the "Plans").
This registration statement on Form S-8 also includes a prospectus
prepared in accordance with Instruction C of Form S-8, in accordance with the
requirements of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed basis in the future of up to an aggregate of
1,642,356 shares that constitute "control securities" and/or "restricted
securities" which have been issued prior to the filing of this registration
statement.
<PAGE> 6
PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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The documents containing the information specified in Part I will be
sent or given to employees or directors as specified by Rule 428(b)(1). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
<PAGE> 7
REOFFER PROSPECTUS
EPRISE CORPORATION
1,642,356 SHARES OF COMMON STOCK
This reoffer prospectus relates to 1,642,356 shares of common stock,
$0.001 par value, (the "Shares") of Eprise Corporation (the "Company") which may
be offered for resale from time to time by those of our current directors and
officers (or their transferees) whom we collectively refer to in this reoffer
prospectus as the "Selling Shareholders" and whom we have listed in the Selling
Shareholders section of this prospectus. The Selling Shareholders acquired their
Shares pursuant to the Company's 1994 Stock Option Plan and/or the Company's
Amended and Restated 1997 Stock Option Plan, as the case may be. As of the
filing of this reoffer prospectus, the Shares are "restricted securities" under
the Securities Act of 1933.
The resales may occur in transactions on the Nasdaq National Market at
prevailing market prices, in block transactions with market makers, or in
negotiated transactions. The Company is paying all expenses incurred in
registering the Shares under this reoffer prospectus. The Selling Stockholders
will pay all selling and other expenses, if any, associated with any resales of
the Shares offered pursuant to this reoffer prospectus.
The Company's common stock is currently traded on the Nasdaq National
Market under the symbol "EPRS."
PLEASE CONSIDER CAREFULLY "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
REOFFER PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Eprise Corporation
1671 Worcester Road
Framingham, Massachusetts 01701
Tel. (508) 661-5200
The date of this reoffer prospectus is
August 29, 2000.
<PAGE> 8
TABLE OF CONTENTS
Page No.
Where You Can Find Additional Information About Eprise 2
Incorporated Documents 3
The Company 4
Risk Factors 4
Special Note Regarding Forward-Looking Statements 12
Use of Proceeds 13
Selling Stockholders 13
Plan of Distribution 14
Indemnification of Officers and Directors 16
Legal Matters 16
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT EPRISE
We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of
1934") and file reports, proxy statements and other information with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
500 West Madison Street, Suite 1400, Chicago, IL 60661-2511 and 7 World Trade
Center, 13th Floor, New York, NY 10048, at prescribed rates. The Commission
maintains a website that contains reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission. The address of this website is
"http://www.sec.gov." In addition, you may obtain information from the Public
Reference Room by calling the Commission at 1-800-SEC-0330. In addition, our
common stock is quoted on the Nasdaq National Market System. Reports, proxy
statements, informational statements and other information concerning the
Company can be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
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The Company intends to furnish its stockholders with annual reports
containing additional financial statements and a report thereon by independent
certified public accountants.
You should only rely on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of this prospectus.
INCORPORATED DOCUMENTS
The Commission allows us to "incorporate by reference" information into
this prospectus, which means that we may disclose important information to you
by referring you to another document filed separately with the Commission. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information in this prospectus.
The documents listed below are incorporated by reference herein: (a)
the Registrant's prospectus filed with the Commission pursuant to Rule 424(b) of
the Securities Act of 1933 on March 23, 2000, in connection with the
Registrant's Registration Statement No. 333-94777 on Form S-1 filed with the
Commission on January 14, 2000; (b) the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2000; (c) the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2000; and (d) the
Registrant's Registration Statement No. 000-29319 on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities and Exchange Act of 1934 on
February 3, 2000, together with any and all amendments thereto, in which there
is described the terms, rights and provisions applicable to the Registrant's
outstanding capital stock.
All reports and other documents filed by the Company after the date
hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such report or document.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
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The Company will provide without charge to each person to whom a copy
of this prospectus has been delivered, on the written or oral request of any
such person, copies of any and all documents incorporated herein by reference
(in each case without exhibits, unless the exhibits are specifically
incorporated by reference into those documents or into this reoffer prospectus)
Request for such documents, or additional information regarding any of the plans
and their administration, should be directed to Milton A. Alpern, Vice
President, Finance, Eprise Corporation, 1671 Worcester Road, Framingham, MA
01701. The Company's telephone number is (508) 661-5200. The Company's web site
is at www.eprise.com.
THE COMPANY
We provide software products and services that enable businesses to
maintain, update, expand and otherwise manage the information contained on their
Web sites.
Our executive offices are located at 1671 Worcester Road, Framingham,
MA 01701. Our telephone number is (508) 661-5200 and our Web site is at
www.eprise.com.
RISK FACTORS
This offering involves a high degree of risk. You should carefully
consider the risks described below and the other information in this prospectus
before deciding to invest in the shares of common stock. If one or more of the
following risks actually occurs, our business, results of operations and
financial condition could be materially adversely affected.
RISKS RELATED TO OUR BUSINESS
WE HAVE A HISTORY OF LOSSES, AND MAY NOT BE ABLE TO ACHIEVE OR SUSTAIN
PROFITABILITY.
We incurred net losses of $7.7 million for the six months ended June
30, 2000 and $6.6 million for the year ended December 31, 1999. As of June 30,
2000, we had an accumulated deficit of $43.9 million. We have not yet achieved
profitability and we expect to incur net losses for the foreseeable future. To
date, we have funded our operations from the sale of equity securities and have
not generated cash from operations. We expect to continue to incur significant
research and development, selling and marketing, and general and administrative
expenses and, as a result, we will need to generate significant revenues to
achieve and maintain profitability. Although our revenues have grown
significantly in recent quarters, we cannot be certain that we can sustain these
growth rates or that we will achieve sufficient revenues for profitability. If
we do achieve profitability, we cannot be certain that we can sustain or
increase profitability on a quarterly or annual basis in the future. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the financial statements and notes to those statements found
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in the Company's latest quarterly report on Form 10-Q, which is incorporated
herein by reference.
OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT.
Eprise was founded in 1992 as a provider of online interactive games.
We made the transition to our current business in 1997 and, as a result, have a
limited operating history. We are still in the early stages of our development,
which makes the evaluation of our business operations and our prospects
difficult. We shipped our first commercial Web content management software
product in February 1998. Since that time, we have derived substantially all of
our revenues from licensing our Eprise Participant Server product and related
services. As a result of our limited operating history, we cannot forecast
operating expenses based on our historical results. Our ability to forecast
accurately our quarterly revenue is limited because our software products have a
long sales cycle, making it difficult to predict the quarter in which sales
revenue will be recognized. We would expect our business, operating results and
financial condition to be materially adversely affected if our revenues do not
meet our projections, and that net losses in a given quarter could be even
greater than expected.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND YOU SHOULD NOT
RELY ON THEM TO PREDICT OUR FUTURE PERFORMANCE.
Our revenues and operating results are likely to vary significantly
from quarter to quarter. A number of factors are likely to cause these
variations, including:
- demand for our products and services;
- the timing of sales of our products and services;
- the timing of customer orders and product implementation;
- unexpected delays in introducing new products and services;
- increased expenses, whether related to selling and marketing, research and
development or general and administrative;
- changes in the rapidly evolving market for Web content management
solutions;
- the mix of product license and service revenue; and
- the timing and size of sales derived through our strategic partners.
Accordingly, we believe that quarter-to-quarter comparisons of our
operating results are not necessarily meaningful. You should not rely on the
results of one quarter as an indication of our future performance.
We plan to increase our operating expenditures to expand our sales and
marketing operations, develop new distribution channels, fund greater levels of
research and development, broaden professional services and support and improve
operational and financial systems. If our revenues do not increase along with
these expenses, our business, operating results or financial condition could be
materially adversely affected and net losses in a given quarter could be greater
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than expected. Although we have limited historical financial data, we believe
that our quarterly operating results may experience seasonal fluctuations due to
clients' fiscal year budgeting cycles and purchasing patterns.
ONLY A LIMITED NUMBER OF CUSTOMERS HAVE LICENSED OUR PRODUCT, AND OUR WEB
CONTENT MANAGEMENT SOLUTION MAY NEVER ACHIEVE BROAD MARKET ACCEPTANCE.
We first introduced Eprise Participant Server in February 1998 and
delivered a second major release in April 1999. To date, only a limited number
of customers have licensed Eprise Participant Server, and an even smaller number
are operating Web sites using the most recent version. Therefore, we have not
demonstrated broad market acceptance of Eprise Participant Server. If our
product does not gain broad market acceptance, or if it fails to meet customer
expectations, our business would be harmed.
A LARGE PORTION OF OUR REVENUES ARE CURRENTLY DERIVED FROM A LIMITED NUMBER OF
CUSTOMERS.
Although we believe that our customer concentration will decrease as we
continue to build our client base, we expect that a small number of customers
will continue to account for a substantial portion of revenues in the near term.
As a result, our inability to secure major customers during a given period or
the loss of existing customers could have a material adverse effect on our
business, financial condition or results of operations. Our largest customer in
1998, American Express, accounted for 58% of our revenues for the year ended
December 31, 1998. Two of our customers accounted for an aggregate of 23% of our
revenues for the year ended December 31, 1999. There were no customers who
individually accounted for greater than 10% of our revenues for the three-month
and six-month periods ended June 30, 2000.
IF WE DO NOT SUCCESSFULLY EXPAND OUR DIRECT SALES AND SERVICES ORGANIZATIONS, WE
MAY NOT BE ABLE TO INCREASE OUR SALES OR SUPPORT OUR CUSTOMERS.
In the fiscal year ended December 31, 1999, we licensed substantially
all of our products through our direct sales organization. As of June 30, 2000,
we had 25 direct sales representatives. Our future success depends on
substantially increasing the size and scope of our direct sales force, both
domestically and internationally. There is intense competition for personnel,
and we cannot guarantee that we will be able to attract, assimilate or retain
additional qualified sales personnel on a timely basis. Moreover, we believe
that as our sales increase, and given the large-scale deployment required by our
customers, we will need to hire and retain a number of highly trained customer
service and support personnel. As of June 30, 2000, our customer service and
support organization included 30 individuals. We cannot guarantee that we will
be able to increase the size of our customer service and support organization on
a timely basis to provide the high quality of support required by our customers.
Failure to add additional sales and customer service representatives would have
a material adverse effect on our business, operating results and financial
condition.
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IF WE DO NOT SUCCESSFULLY MAINTAIN AND EXPAND OUR RELATIONSHIPS WITH INDIRECT
SALES CHANNELS, OUR SALES COULD DECLINE OR GROW MORE SLOWLY THAN EXPECTED.
To offer products and services to a larger customer base, our direct
sales force must establish and expand relationships with alliance partners,
including systems integrators, consulting firms, Web developers and application
service providers who build customer solutions based on Eprise Participant
Server. We must also build relationships, which we refer to as original
equipment manufacturer or OEM relationships, with companies offering
complementary products that can package our software along with their products.
We are currently investing, and we intend to continue to invest, significant
resources to develop these relationships. If our efforts are unsuccessful, our
sales growth would be adversely affected. We cannot guarantee that we will be
able to market our products effectively through our established partners.
Further, these third parties are under no obligation to recommend or support our
products. These companies could recommend or give higher priority to the
products of other companies or to their own products. A significant shift by
these companies toward favoring competing products could negatively affect our
license and service revenues. We cannot guarantee that we will be able to
attract additional distribution partners for desired distribution arrangements.
The loss of distribution partners or failure to establish new relationships
could materially adversely affect our business, operating results and financial
condition.
WE NEED TO MANAGE OUR GROWTH EFFECTIVELY TO REMAIN COMPETITIVE AND CONTINUE TO
EXPAND OUR OPERATIONS.
We have expanded our operations rapidly since inception. We intend to
expand in the foreseeable future to pursue existing and potential opportunities.
This rapid growth places a significant demand on management, administrative and
operations resources. Our ability to compete effectively and to manage our
anticipated future growth requires us to continue to improve our financial and
management controls, reporting systems and procedures on a timely basis. We
recently hired a significant number of employees, and must continue to add
personnel to maintain our ability to grow in the future. We cannot guarantee
that we will be able to do so successfully. Failure to manage our growth
effectively could have a material adverse effect upon our business, operating
results and financial condition.
WE MUST HIRE AND RETAIN SKILLED PERSONNEL IN A TIGHT LABOR MARKET.
Qualified personnel are in great demand throughout the computer software,
hardware and networking industries. The demand for qualified personnel is
particularly acute in the New England area because of the large number of
software and other high technology companies and the low unemployment rate in
the region. Our success depends in large part upon our ability to attract,
train, motivate and retain highly-skilled employees, particularly sales and
marketing personnel, software engineers, and technical support personnel. We
have had difficulty hiring these highly-skilled employees in the past. If we are
unable to attract and retain the highly-skilled technical personnel that are
integral to our sales, marketing, product development and customer support
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<PAGE> 14
teams, the rate at which we can generate sales and develop new products or
product enhancements may be limited. This inability could have a material
adverse effect on our business, operating results and financial condition.
COMPETITION COULD REDUCE OUR REVENUES AND MARKET SHARE, AND PREVENT US FROM
EXPANDING IN THE FUTURE.
The market for Web content management software and services is rapidly
evolving and highly competitive and there are a number of products that compete
directly with our software solutions. Our clients' requirements and the
technology available to satisfy those requirements continually change. Some of
our current and potential competitors have significantly greater financial,
marketing, technical and other competitive resources than we do. This may enable
them to adapt more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the development,
promotion and sale of their products. In addition, other companies could develop
new products or incorporate additional functionality into their existing
products that could directly compete with our products. Barriers to entering the
software market are relatively low. Furthermore, cooperative relationships among
our competitors could increase their ability to address the Web site content
management needs of our prospective customers, and they could rapidly acquire
significant market share. We cannot guarantee that we will compete successfully
against existing or new competitors. Further, competitive pressures may require
us to lower the prices of our software and services. Failure to compete
successfully would have a material adverse effect on our business, operating
results and financial condition.
IF WE ARE UNABLE TO ENHANCE AND EXPAND OUR PRODUCT LINE TO MEET THE RAPID
CHANGES IN THE MARKET FOR WEB CONTENT MANAGEMENT TECHNOLOGY, OUR BUSINESS WILL
BE UNABLE TO GROW.
To succeed, we will need to enhance our current Eprise Participant
Server product and develop new products on a timely basis to keep pace with
developments related to Internet technology and to satisfy the increasingly
sophisticated requirements of our customers. The market for our products is
marked by rapid technological change, frequent new product introductions and
Internet-related technology enhancements, uncertain product life cycles, changes
in client demands and evolving industry standards. We cannot be certain that we
will successfully develop and market new products or new product enhancements
compliant with present or emerging Internet technology standards. New products
based on new technologies or new industry standards can rapidly render existing
products obsolete and unmarketable. Internet commerce technology is complex and
new products and product enhancements can require long development and testing
periods. Any delays in developing, testing and releasing enhanced or new
products could harm our business. New products or upgrades may not be released
according to schedule or may contain defects when released. Either situation
could result in adverse publicity, loss of sales, delay in market acceptance of
our products or customer claims against us, any of which could harm our
business. If we do not develop, license or acquire new software products, or
deliver enhancements to existing products on a timely and cost-effective basis,
our business will be harmed.
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WE HAVE RELIED ON AND EXPECT TO CONTINUE TO RELY ON SALES OF OUR EPRISE
PARTICIPANT SERVER LINE FOR OUR REVENUES.
Since 1998, we have derived substantially all of our revenues from
licenses of, and services related to, Eprise Participant Server. We expect that
revenues from this product will continue to account for a significant portion of
our revenues for the foreseeable future. A decline in the price of Eprise
Participant Server or our inability to increase license sales of Eprise
Participant Server would seriously harm our business and operating results. In
addition, our future financial performance will depend upon the successful
development, introduction and customer acceptance of enhanced versions of Eprise
Participant Server and future products. Failure to deliver the enhancements or
products that customers want could have a material adverse effect on our
business, operating results and financial condition.
OUR LENGTHY SALES CYCLES REQUIRE EXPENDITURE OF RESOURCES THAT WILL NOT
NECESSARILY RESULT IN A SALE.
We typically experience long sales cycles. These sales cycles generally
vary by customer from three to six months. Because the licensing of our products
generally involves a significant capital expenditure by the customer, our sales
process is subject to lengthy approval processes and delays. We often devote
significant time and resources to a prospective customer, including costs
associated with multiple site visits, product demonstrations and feasibility
studies, without any assurance that the prospective customer will decide to
license our products.
YEAR 2000 PROBLEMS MAY CAUSE PRODUCT ERRORS OR FAILURES THAT COULD DIVERT
PERSONNEL AND FINANCIAL RESOURCES.
We have designed Eprise Participant Server and its add-on modules to be
Year 2000 compliant and have not been advised of any Year 2000 issues related to
those products. One prototype product (a precursor of Eprise Participant
Server), which was licensed to one customer and may currently be in use, may not
be Year 2000 compliant and may need to be upgraded or its use discontinued. We
have not been advised of any Year 2000 problems by this customer to date.
Further, although we have not been made aware of any Year 2000 problem relating
to the hardware and software used by our customers in connection with our
products to date, these problems may exist. Should any of these problems
develop, they may have a material adverse effect on our business, operating
results and financial condition.
In addition, we utilize software, computer technology and other
services internally developed and provided by third party vendors that may have
Year 2000 issues. Although we have not experienced any of these problems to
date, the failure of our internal computing systems or of systems provided by
third party vendors to be Year 2000 compliant could materially adversely affect
our business.
-9-
<PAGE> 16
IF OUR PRODUCTS FAIL TO REMAIN COMPATIBLE WITH MAJOR COMMERCIAL OPERATING
PLATFORMS, OUR SALES WOULD DECREASE.
Our products currently operate on the Microsoft Windows NT and Sun
Solaris operating systems. In addition, our products are required to
interoperate with Web servers, browsers and database servers. We must,
therefore, continually modify and enhance our products to keep pace with changes
in these operating systems and servers. If our products are not compatible with
new operating systems, Web servers, browsers or database servers that achieve
sufficient market penetration, our business will be harmed. In addition,
uncertainties related to the timing and nature of new product announcements, or
introductions or modifications by vendors of operating systems or browsers,
could also harm our business.
POTENTIAL DEFECTS IN OUR PRODUCTS COULD CAUSE SALES TO DECREASE AND COULD
SUBJECT US TO FUTURE WARRANTY CLAIMS.
Our products are complex and might contain undetected software errors
or failures when new versions are released. We cannot guarantee that, despite
testing by us and by current and prospective customers, we will not find errors
in existing products, new products or product enhancements after commercial
release. These errors may result in loss or delay of market acceptance, which
could have a material adverse effect upon our business, operating results and
financial condition.
IF WE LOSE ANY KEY PERSONNEL, OR FAIL TO ATTRACT AND RETAIN ADDITIONAL
PERSONNEL, WE MAY BE UNABLE TO CONTINUE EXPANDING OUR BUSINESS AND PRODUCT LINE.
The loss of the services of one or more of our key personnel could have
a material adverse effect on our business, operating results and financial
condition. We do not maintain key person life insurance on any executive
officers other than our Chief Executive Officer and Chief Technology Officer. We
cannot guarantee that we will be able to retain our key personnel. Our future
success also depends on our continuing ability to attract, assimilate and retain
highly qualified sales, technical and managerial personnel. Competition for
these individuals is intense, and there can be no assurance that we can attract,
assimilate or retain them in the future.
WE HAVE A LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND
OTHERS COULD INFRINGE ON OR MISAPPROPRIATE OUR PROPRIETARY RIGHTS AND
INFORMATION.
Our software is proprietary and is protected by trade secret, copyright
and trademark laws, license agreements, confidentiality agreements with
employees and nondisclosure and other contractual requirements imposed on our
customers, consulting partners and others. We cannot guarantee that these
protections will adequately protect our proprietary rights or that our
competitors will not independently develop products that are substantially
equivalent or superior to our products. In addition, the laws of countries in
which our products may be licensed in the future may not protect our products
and intellectual property rights to the same extent as the laws of the United
States. Although we believe that our products, trademarks and other proprietary
rights do not infringe upon the proprietary rights of third parties, we cannot
guarantee that third parties will not assert infringement claims against us.
-10-
<PAGE> 17
The cost of pursuing, enforcing or defending infringement claims can be
substantial and can also require significant management attention.
RISKS RELATED TO THE INTERNET INDUSTRY
IF THE USE OF THE INTERNET DOES NOT EXPAND, THE DEMAND FOR OUR PRODUCTS MAY
STAGNATE OR DECLINE.
Our future success depends heavily on the Internet being accepted and
widely used. If Internet use does not continue to grow or grows more slowly than
expected, our business, operating results and financial condition would be
materially adversely affected. Consumers and businesses may reject the Internet
as a viable communications medium for a number of reasons, including potentially
inadequate network infrastructure, security concerns, slow development of
enabling technologies or insufficient commercial support. The Internet
infrastructure may not be able to support the demands placed on it by increased
Internet usage and bandwidth requirements. In addition, delays in the
development or adoption of new standards and protocols required to handle an
increased level of Internet activity or increased government regulation could
cause the Internet to lose its viability as a commercial medium. Even if the
required infrastructure, standards, protocols or complementary products,
services or facilities are developed, we may incur substantial expenses adapting
our solutions to changing or emerging technologies.
WE CANNOT BE SURE THAT A SUSTAINABLE MARKET FOR OUR PRODUCTS WILL DEVELOP.
The market for Web content management software and services is new and rapidly
evolving, and the size and potential growth of this new market and the direction
of its development are uncertain. We have licensed our products to a small
number of customers. We expect that we will continue to need intensive marketing
and sales efforts to educate prospective clients about the uses and benefits of
our products and services. Enterprises that have invested substantial resources
in other methods of conducting business over the Internet may be reluctant to
adopt a new approach that may replace, limit or compete with their existing
systems. Any of these factors could inhibit the growth and market acceptance of
our products and services. Accordingly, we cannot be certain that a viable
market for our products will emerge, or if it does emerge, that it will be
sustainable.
IF THE INTERNET OR E-COMMERCE BECOMES SUBJECT TO GOVERNMENTAL REGULATION OR
OTHER FUTURE LAWS, USE OF AND DEMAND FOR OUR PRODUCTS COULD DECLINE.
We are not currently required to comply with direct regulation by any
domestic or foreign governmental agency, other than regulations applicable to
businesses generally and any laws or regulations directly applicable to the
Internet. However, due to the increasing popularity of the Internet, it is
possible that laws may be adopted regarding the Internet, any of which could
-11-
<PAGE> 18
materially harm our business. For example, because our products can be used for
the solicitation of personal data from individual consumers, our business could
be limited by laws regulating the solicitation, collection or processing of this
data. The Telecommunications Act of 1996 prohibits the transmission of some
types of information and content over the Internet. Legislation imposing
potential liability for information collected or disseminated through our
products could adversely affect our business. In addition, the increased
attention focused upon liability issues as a result of the Telecommunications
Act could limit the growth of Internet commerce, which could decrease demand for
our products.
Export regulations, either in their current form or as may be
subsequently enacted, may limit our ability to distribute our software outside
the United States. The unlawful export of our software could also harm our
business. Although we take precautions against unlawful export of our software,
the global nature of the Internet makes if difficult to effectively control the
distribution of software.
Furthermore, the growth and development of the Internet may lead to
more stringent consumer protection laws that may impose additional burdens on
companies conducting business online. The adoption of any additional laws may
decrease Internet use or impede the growth of Internet use, which may lead to a
decrease in the demand for our products and services or an increase in the cost
of doing business. Further, the imposition of new sales or other taxes could
limit the growth of Internet commerce generally and, as a result, the demand for
our products. Although recent federal legislation limits the imposition of state
and local taxes on Internet-related sales, there is a possibility that Congress
may not renew this legislation, in which case state and local governments would
be free to impose taxes on goods and services purchased on the Internet.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under "Risk Factors," and elsewhere in this
prospectus constitute forward-looking statements. These statements are
identified by terminology such as "may," "will," "could," "should," "expects,"
"plans," "intends," "seeks," "anticipates," "believes," "estimates,"
"potential," or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. You should not place undue
reliance on these forward-looking statements. Actual events or results may
differ materially. In evaluating these statements, you should specifically
consider various important factors, including the risks outlined under Risk
Factors above. These factors may cause our actual results to differ materially
from any forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. We are under no duty to update
any of the forward-looking statements after the date of this prospectus to
conform such statement to actual results.
-12-
<PAGE> 19
USE OF PROCEEDS
We will not receive any of the proceeds from the sales by the Selling
Stockholders of the Shares.
SELLING STOCKHOLDERS
This reoffer prospectus covers the reoffer and resale of shares of
common stock acquired by the Selling Stockholders pursuant to our "employee
benefit plans" as that term is defined in Rule 405 of Regulation C under the
Securities Act of 1933. The Selling Stockholders are present officers or
directors of the Company or their transferees. The Selling Stockholders may
resell pursuant to this prospectus up to all of the shares of common stock
registered hereby in one or more transactions from time to time as described
below under "Plan of Distribution." However, the Selling Stockholders are not
obligated to sell any of the shares of common stock offered by this prospectus.
The following table sets forth the Selling Stockholders and the amounts of
securities available to be resold, whether or not these persons have a present
intention to resell such securities.
<TABLE>
<CAPTION>
PERCENTAGE OF COMMON
STOCK TO BE
NUMBER OF SHARES NUMBER OF SHARES TO BE BENEFICIALLY OWNED
COVERED BY THIS TOTAL NUMBER OF SHARES BENEFICIALLY OWNED AFTER AFTER COMPLETION OF
STOCKHOLDER PROSPECTUS BENEFICIALLY OWNED COMPLETION OF OFFERING OFFERING
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alpern, Milton 137,254 137,254 (1) 0 -
Barnes, Henry 137,254 137,254 (2) 0 -
de Castro, Edson 58,823 92,130 (3) 33,307 -
Feldman, Thomas 38,725 154,901 (4) 116,176 -
Fiorentino, Joseph 329,411 333,332 (5) 3,921 -
Forgione, Joseph 576,667 874,399 (6) 297,732 -
Hanover, Alain 39,215 190,675 (7) 151,460 -
Kadela, Maria-Elena, as Trustee
of Angela Forgione
1999 Irrevocable Trust 980 980 0 -
Kadela, Maria-Elena, as Trustee
of Joseph A. Forgione
1999 Irrevocable Trust 19,607 19,607 0 -
Kadela, Maria-Elena, as Trustee
of Michael A. Forgione
1999 Irrevocable Trust 1,960 1,960 0 -
Radoff, Jonathan 196,078 2,085,653 (8) 1,889,575 7.5%
Strong, Robert 105,882 188,234 (9) 82,352 -
Certain Non-Affiliates (10) 500 500 0 -
--------- --------- ---------
TOTAL COMMON STOCK 1,642,356 4,216,879 2,574,523
</TABLE>
(1) Includes (i) 12,254 shares pledged to the Company pursuant to a stock
pledge agreement dated October 29, 1999 as collateral for a promissory
note held by the Company of the same date in the amount of $1,087; and
(ii) 125,000 shares pledged to the Company pursuant to a stock pledge
agreement dated January 3, 2000 as collateral for a promissory note
held by the Company of the same date in the amount of $49,375.
-13-
<PAGE> 20
(2) Includes (i) 44,117 shares pledged to the Company pursuant to a stock
pledge agreement dated January 3, 2000 as collateral for a promissory
note held by the Company of the same date in the amount of $10,629; and
(ii) 93,137 shares pledged to the Company pursuant to a stock pledge
agreement dated March 17, 2000 as collateral for a promissory note held
by the Company of the same date in the amount of $40,500.
(3) Includes 7,843 shares issuable within 60 days upon exercise of
outstanding options.
(4) Includes (i) 38,725 shares pledged to the Company pursuant to a stock
pledge agreement dated January 3, 2000 as collateral for a promissory
note held by the Company of the same date in the amount of $149,758;
and (ii) 116,176 shares issuable within 60 days upon exercise of
outstanding options.
(5) Includes (i) 329,411 shares pledged to the Company pursuant to a stock
pledge agreement dated January 3, 2000 as collateral for a promissory
note held by the Company of the same date in the amount of $164,810;
and (ii) 3,921 shares issuable within 60 days pursuant to outstanding
options.
(6) Includes (i) 275,184 shares issuable within 60 days upon exercise of
outstanding stock options; (ii) 22,547 shares held by Maria-Elena
Kadala, Mr. Forgione's spouse, as trustee under three trusts, the
beneficiaries of which are Michael A. Forgione, Angela Forgione and
Joseph A. Forgione; ; and (iii) 314,332 shares pledged to the Company
pursuant to a stock pledge agreement dated January 3, 2000 as
collateral for a promissory note held by the Company of the same date
in the amount of $77,915.
(7) Includes 7,843 shares issuable within 60 days upon exercise of
outstanding options.
(8) Includes (i) 930,653 shares held by Mr. Radoff's spouse, Angela Bull,
as to which Mr. Radoff disclaims beneficial ownership; and (ii) 196,078
shares pledged to the Company pursuant to a stock pledge agreement
dated January 3, 20000 as collateral for a promissory note held by the
Company of the same date in the amount of $53,264.
(9) Includes (i) 35,294 shares pledged to the Company pursuant to a stock
pledge agreement dated January 3, 2000 as collateral for a promissory
note held by the Company of the same date in the amount of $9,194, and
(ii) 82,352 shares issuable within 60 days upon exercise of outstanding
options.
(10) The Company is registering for resale under this prospectus, in the
case of the non-affiliates in this category, fewer than 1,000 shares.
Pursuant to General Instruction C.3(b) to Form S-8, the Company is not
required to list these individuals by name.
PLAN OF DISTRIBUTION
As used herein, the term "Selling Shareholder" includes donees and
pledgees selling shares received from a named Selling Shareholder after the date
of this prospectus.
-14-
<PAGE> 21
Each Selling Stockholder may sell his or her shares of common stock for
value from time to time under this prospectus in one or more transactions on the
Nasdaq National Market, in negotiated transactions, through put or call options
transactions relating to the Shares, through short sales of Shares, or in a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at prices otherwise
negotiated. Selling Stockholders also may resell all or a portion of the Shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such Rule.
The Selling Stockholders may effect such transactions by selling the shares of
common stock directly to purchasers or to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of the shares of common stock for whom such broker-dealers may act as agent
(which compensation may be less than or in excess of customary commissions).
Each Selling Stockholder and any broker-dealer that participates in the
distribution of the shares of common stock may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933, and any
commissions received by them and any profit on the resale of the shares sold by
them may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933. All selling and other expenses incurred by the Selling
Stockholders will be borne by the Selling Stockholders. We will pay all other
expenses in connection with this offering.
Because Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, the Selling
Stockholders will be subject to the prospectus delivery requirements of the
Securities Act of 1933.
Notwithstanding any of the foregoing, the amount of securities to be
reoffered or resold by means of this prospectus, by each Selling Stockholder,
may not exceed, during any three-month period, the amount specified in Rule
144(e). There is no assurance that the Selling Stockholders will sell all or any
portion of the shares of common stock offered hereby.
Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act of 1933, disclosing (i) the name of each such Selling Stockholder
and of the participating broker-dealer(s), (ii) the number of shares involved,
(iii) the price at which such shares were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable, (v)
that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus and (vi)
-15-
<PAGE> 22
other facts material to the transaction. In addition, upon the Company being
notified by a Selling Stockholder that a donee or pledgee intends to sell more
than 500 shares, a supplement to this prospectus will be filed.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
As permitted by the Delaware General Corporation Law, as amended (the
"DGCL"), the Company's Amended and Restated Certificate of Incorporation
provides that the Company's directors shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL as it now exists or as it may be
amended. As of the date of this prospectus, the DGCL permits limitations on
liability for a director's breach of fiduciary duty other than liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation law, (iii) under Section 174 of the DGCL, or
(iv) for any transaction from which the director derived an improper personal
benefit. In addition, the Company's bylaws provide that the Company shall
indemnify all directors, officers, employees and agents of the Company for acts
performed on behalf of the Company in such capacity to the fullest extent
permitted by law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for the Company by Hill & Barlow, a Professional Corporation. A
purchase trust, the beneficiaries of which are members of Hill & Barlow, owns
6,365 shares of the Company's common stock.
-16-
<PAGE> 23
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The documents listed below are incorporated by reference herein:
a) the Registrant's prospectus filed with the Commission pursuant to
Rule 424(b) of the Securities Act of 1933 on March 23, 2000, in
connection with the Registration Statement No. 333-94777 on Form
S-1 filed with the Commission on January 14, 2000;
b) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000;
c) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000; and
d) the Registrant's Registration Statement No. 000-29319 on Form 8-A
filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 on February 3, 2000, together
with any and all amendments thereto in which there is described
the terms, rights and provisions applicable to the Registrant's
outstanding capital stock.
All reports and other documents filed by the Company after the date
hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such report or document.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
Item 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
II-1
<PAGE> 24
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Certain legal matters relating to the shares of Common Stock, $.001 par
value, of the Company to be registered hereby have been passed upon for the
Company by Hill & Barlow, a Professional Corporation, One International Place,
Boston, Massachusetts 02110. A purchase trust, the beneficiaries of which are
members of Hill & Barlow, owns 6,365 shares of the Company's Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
As permitted by the Delaware General Corporation Law, as amended (the
"DGCL"), the Company's Amended and Restated Certificate of Incorporation
provides that the Company's directors shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL as it now exists or as it may be
amended. As of the date of this Registration Statement, the DGCL permits
limitations on liability for a director's breach of fiduciary duty other than
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit. In addition, the Company's bylaws provide that the
Company shall indemnify all directors, officers, employees and agents of the
Company for acts performed on behalf of the Company in such capacity to the
fullest extent permitted by law.
Item 7. EXEMPTION FROM REGISTRATION.
---------------------------
The shares to be offered and sold under the reoffer prospectus were
initially issued by the Company in transactions deemed exempt from registration
under the Securities Act of 1933 in reliance on either (1) Rule 701 promulgated
under the Securities Act of 1933 as offers and sales of securities pursuant to
an employee benefit plan or contract relating to compensation, or (2) Section
4(2) of the Securities Act of 1933 as transactions by an issuer not involving
any public offering. The shares were issued for bona fide services rendered to
the Company, which services did not involve the sale or offer of securities in a
capital raising transaction, and did not involve, directly or indirectly, the
promotion of or maintenance of a market for the Company's securities.
II-2
<PAGE> 25
Item 8. EXHIBITS.
--------
The following exhibits are, as indicated, either filed herewith or have
heretofore been filed with the Commission and are incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT TITLE METHOD OF FILING
------- ----- ----------------
<S> <C> <C>
4 Instrument Defining Rights of Incorporated herein by reference to Registrant's Registration
Stockholders Statement No. 000-29319 on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities and Exchange Act of 1934
on February 3, 2000, together with any and all amendments thereto.
5 Opinion of Hill & Barlow, a Filed herewith.
Professional Corporation,
regarding the legality of the
common stock to be offered
hereunder
23.1 Consent of Independent Auditors Filed herewith.
(Deloitte & Touche LLP)
23.2 Consent of Independent Auditors Filed herewith.
(Arthur Andersen LLP)
23.3 Consent of Hill & Barlow, a Reference is made to the opinion filed as Exhibit 5 to this
Professional Corporation Registration Statement.
24 Power of Attorney Reference is made to Page II-7 of this Registration Statement.
99.1 Eprise Corporation Amended and Incorporated herein by reference to Exhibit 10.5 to Amendment No.
Restated 1997 Stock Option Plan 1 to Registrant's Registration Statement No. 333-94777 on Form
S-1 filed with the Commission on March 3, 2000.
99.2 Eprise Corporation 2000 Incorporated herein by reference to Exhibit 10.10 to Amendment
Employee Stock Purchase Plan No. 1 to Registrant's Registration Statement No. 333-94777 on
Form S-1 filed with the Commission on March 3, 2000.
99.3 Eprise Corporation 2000 Incorporated herein by reference to Exhibit 10.7 to Amendment No.
Non-Employee Director 1 to Registrant's Registration Statement No. 333-94777 on Form
Stock Option Plan S-1 filed with the Commission on March 3, 2000.
</TABLE>
II-3
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT TITLE METHOD OF FILING
------- ----- ----------------
<S> <C> <C>
99.4 Eprise Corporation 1994 Stock Incorporated herein by reference to Exhibit 10.6 to Registrant's
Option Plan Registration Statement No. 333-94777 on Form S-1 filed with the
Commission on January 14, 2000.
</TABLE>
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 of 1933;
(ii) To reflect in the prospectus any facts 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;
(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 (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
II-4
<PAGE> 27
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 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 of 1933 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.
II-5
<PAGE> 28
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 the Town of Framingham, Commonwealth of Massachusetts, on August
29, 2000.
EPRISE CORPORATION
(Registrant)
By: /s/ Milton A. Alpern
-----------------------------
Milton A. Alpern
Vice President, Finance
and Chief Financial Officer
II-6
<PAGE> 29
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints, and
each them singly, his or her lawful attorneys with full power to them and each
of them singly to sign for him or her in his or her name in the capacity
indicated below this Registration Statement on Form S-8 (and any and all
amendments hereto), hereby ratifying and confirming his or her signature as it
may be signed by his or her said attorneys to this Registration Statement (and
any and all amendments hereto).
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Joseph A. Forgione
------------------------ President, Chief Executive Officer August 29, 2000
Joseph A. Forgione and Director (principal executive
officer)
/s/ Milton A. Alpern
------------------------ Vice President, Finance and Chief August 29, 2000
Milton A. Alpern Financial Officer (principal
financial officer and principal
accounting officer)
/s/ Edson D. de Castro Chairman of the Board August 29, 2000
------------------------
Edson D. de Castro
Director
------------------------
Deborah M. Besemer
/s/ Robert C. Fleming Director August 29, 2000
------------------------
Robert C. Fleming
</TABLE>
II-7
<PAGE> 30
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Alain J. Hanover Director August 29, 2000
---------------------------
Alain J. Hanover
/s/ Nicholas A. Papantonis Director August 29, 2000
---------------------------
Nicholas A. Papantonis
/s/ Jonathan B. Radoff Director August 29, 2000
---------------------------
Jonathan B. Radoff
/s/ Joseph Tischler Director August 29, 2000
---------------------------
Joseph Tischler
</TABLE>
II-8
