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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.)
200 CROSSING BOULEVARD, FRAMINGHAM, MA 01702
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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 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:
PREFERRED STOCK PURCHASE RIGHT
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On December 18, 2000, the Board of Directors (the "Board") of Eprise
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each share of common stock, par value $.001 (a "Common
Share"), of the Company outstanding or to be issued, to stockholders of record
at the close of business on December 29, 2000 (the "Record Date"). Each right
entitles the registered holder, under certain circumstances as described herein,
to purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share ("Series A Shares"), at
a price of $21.00 (the "Purchase Price"), subject to adjustment as described
below. The terms of the Rights are set forth in a Stockholder Rights Agreement
(the "Rights Agreement") between the Company and Fleet Bank N.A. c/o EquiServe,
L.P., as Rights Agent.
Initially, the Rights will be evidenced by the stock certificates
representing Common Shares then outstanding, and no separate Rights Certificates
will be distributed. Until the earlier to occur of (i) 10 business days after a
public announcement that a person or group of affiliated or associated persons,
has become an "Acquiring Person" (as such term is defined in the Rights
Agreement) or (ii) 10 business days (or such later date as the Board may
determine) following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer which would result in the beneficial
ownership by an Acquiring Person of 15% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate. In general,
an "Acquiring Person" is a person, the affiliates or associates of such person,
or a group, which has acquired beneficial ownership of 15% or more of the
outstanding Common Shares, with certain exceptions as set forth in the Rights
Agreement.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferable with
and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights) the
surrender or transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights will
expire on December 18, 2010 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below. Until a Right is
exercised, the holder thereof, as such, will have no rights as a stockholder of
the Company, including, without limitation, the right to vote or to receive
dividends. If and when the Rights become exercisable, the underlying shares of
stock will be registered under all applicable securities laws.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable or payable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution in the event the
Company has (A) declared a dividend on the Preferred Shares payable in Preferred
Shares, (B) subdivided the outstanding Preferred Shares, (C) combined the
outstanding Preferred Shares into a smaller number of Preferred Shares or (D)
issued any shares of its capital stock in a reclassification of the Preferred
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation). The
number of outstanding Rights and the number of Preferred Shares issuable upon
exercise of each Right are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common Shares payable in
Common Shares, or subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution Date. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional Preferred Price Shares will be issued and in lieu thereof,
an adjustment in cash will be made based on the market price of the Common
Shares on the last trading day prior to the date of exercise.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person or any
affiliate or associate thereof (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right. This right will
commence on the later of (A) the expiration of the Company's redemption rights,
(B) the date of public announcement that a person has become an Acquiring
Person, or (C) the effective date of a registration statement relating to the
distribution of the rights, and shall terminate 60 days later (subject to
extension if exercise of the rights is enjoined).
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
to an Acquiring Person or its affiliates or associates, or to any person if all
Common Shares are not treated equally in such transaction, proper provision will
be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise of such Right at its then-current exercise price,
that number of shares of common stock of the acquiring company which at the time
of such transaction will have a market value of two times the exercise price of
the Right.
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At any time prior to the earliest of (i) the close of business on the tenth
day following the first public announcement that a person has become an
Acquiring Person, or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"). In addition, in certain circumstances
involving a merger, consolidation, asset sale or similar transfer of assets or
earning power of the Company, the Board may redeem the Rights in whole, but not
in part, at any time after the tenth day following the first public announcement
that a person has become an Acquiring Person, but before the consummation of any
such transaction. In general, the redemption of the Rights may be made effective
at such time, on such basis and with such conditions as the Board of Directors
in its sole discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
At any time after any person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one Common Share, or, under circumstances
set forth in the Rights Agreement, cash, property or other securities of the
Company, per Right (with value equal to such Common Shares).
The terms of the Rights generally may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, except that
from and after the Distribution Date no such amendment may adversely affect the
interests of the holders of the Rights (excluding the interest of any Acquiring
Person).
Each Common Share outstanding on December 29, 2000 will have one Right
attached thereto. Until the Distribution Date, the Company will issue one Right
with each Common Share that shall become outstanding so that all such Shares
will have attached Rights.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
Accordingly, the existence of the Rights may deter certain acquirors from making
takeover proposals or tender offers. However, the Rights are not intended to
prevent a takeover, but rather are designed to enhance the ability of the Board
of Directors to negotiate with an acquiror on behalf of all of the stockholders.
In addition, the Rights should not interfere with a proxy contest.
The Rights Agreement specifying the terms of the Rights (including the
Certificate of Designation with respect to 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) is incorporated
herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K,
as filed with the Securities and Exchange Commission on the date hereof. The
foregoing description of the Rights does not
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purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
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Item 2. EXHIBITS
The following exhibits are incorporated herein by reference:
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 Form of
Rights Certificate as Exhibit B, incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K filed by Eprise Corporation on
December 19, 2000.
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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/ Joseph A. Forgione
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Joseph A. Forgione
President
Dated: December 19, 2000
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
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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 Form of Rights
Certificate as Exhibit B, and which is incorporated
herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed by Eprise Corporation on
December 19, 2000.
