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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: DECEMBER 19, 2000
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EPRISE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-14732 04-3179480
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 CROSSING BOULEVARD, FRAMINGHAM, MASSACHUSETTS 01702
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (508) 661-5200
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ITEM 5. OTHER EVENTS
On December 18, 2000, the Board of Directors of Eprise Corporation
(the "Company") declared a dividend of one preferred share purchase
right on each outstanding share of Common Stock to stockholders of
record on December 29, 2000. For a further description of the Rights,
see the Press Release attached hereto as Exhibit 99.1, and the Rights
Agreement attached hereto as Exhibit 4.1, including the Summary of
Rights to Purchase Preferred Shares attached thereto as Exhibit C,
each of which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
EXHIBIT NUMBER
4.1 Rights Agreement, dated as of December 18, 2000, between the
Company and Fleet Bank N.A. c/o EquiServe, L.P., which
includes the Certificate of Designation in respect of the
Series A Junior Participating Preferred Stock as Exhibit A,
the form of Rights Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C.
99.1 Press Release of Eprise Corporation, dated December 19,
2000, announcing the adoption of the Rights Agreement and
the dividend distribution of the Rights.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
EPRISE CORPORATION
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Registrant
DATED: December 19, 2000 By: /s/ Joseph A. Forgione
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Joseph A. Forgione
President
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Rights Agreement, dated as of December 18, 2000, between the Company
and Fleet Bank N.A. c/o Equiserve, L.P., which includes the
Certificate of Designation in respect of the Series A Junior
Participating Preferred Stock as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C.
99.1 Press release, dated as of December 19, 2000, entitled "Eprise
Corporation Adopts Stockholder Rights Plan"
