<PAGE>
As filed with the Securities and Exchange Commission
on May 9, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ePresence, Inc.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2798394
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
120 FLANDERS ROAD, WESTBORO, MASSACHUSETTS 01581
(Address of Principal Executive Offices) (Zip Code)
1992 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
MARK G. BORDEN, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par 125,000 $13.00 (1) $1,625,000 (1) $429.00
value
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low sale prices of the Common Stock
on the Nasdaq National Market on May 5, 2000 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933, as amended.
================================================================================
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the contents
of (i) PART I and (ii) PART II, Items 3, 4, 6, 7 and 9, of the Registration
Statement on Form S-8, File No. 33-50864, filed by the Registrant on August 14,
1992 relating to the Registrant's 1992 Director Stock Option Plan.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 8. Exhibits
--------
The exhibits listed on the Exhibit Index are filed herewith.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 City
of Westboro, Massachusetts on the 9th day of May, 2000.
ePRESENCE, INC.
By: /s/ William P. Ferry
---------------------------------
William P. Ferry
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of ePresence, Inc., hereby
severally constitute William P. Ferry, Richard M. Spaulding and Mark G. Borden,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable ePresence, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
-3-
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ William P. Ferry President, Chief Executive May 9, 2000
- ------------------------------------ Officer and Director
William P. Ferry (Principal Executive
Officer)
/s/ Richard M. Spaulding Senior Vice President, Finance May 9, 2000
- ------------------------------------ and Treasurer (Principal Financial
Richard M. Spaulding Officer and Principal Accounting
Officer)
/s/ John F. Burton Director May 9, 2000
- ------------------------------------
John F. Burton
/s/ David C. Mahoney Director May 9, 2000
- ------------------------------------
David C. Mahoney
Director
- ------------------------------------
Director
- ------------------------------------
/s/ Fontaine K. Richardson Director May 9, 2000
- ------------------------------------
Fontaine K. Richardson
Director
- ------------------------------------
</TABLE>
-4-
<PAGE>
Exhibit Index
-------------
Exhibit
Number Description
- ------- -----------
4 (1) Specimen Certificate for shares of Common Stock, $0.01 par value per
share, of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature
page of this Registration Statement)
- --------------
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-49194).
<PAGE>
Exhibit 5
---------
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000/Fax 617-526-5000
May 9, 2000
ePresence, Inc.
120 Flanders Road
Westboro, MA 01581
Re: 1992 Director Stock Option Plan
-------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 125,000 additional shares of Common Stock, $.01 par value
per share (the "Shares"), of ePresence, Inc., a Massachusetts corporation (the
"Company"), issuable pursuant to the Company's 1992 Director Stock Option Plan
(the "Plan").
We have examined the Second Amended and Restated Articles of Organization
of the Company, the By-Laws of the Company, as amended, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, photostatic or other copies, the authenticity of the originals of
such latter documents and the legal competence of all signatories to such
documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of The Commonwealth of Massachusetts, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized for issuance and, when the Shares are issued and paid
for in accordance with the terms and conditions of the Plan, the Shares will be
validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
---------------------
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 2, 2000 except for Note T,
for which the date is March 2, 2000 relating to the financial statements, which
appears in the 1999 Annual Report to Shareholders of ePresence, Inc. (formerly
Banyan Systems Incorporated), which is incorporated by reference in ePresence's
Annual Report on Form 10-K for the year ended December 31, 1999. We also consent
to the incorporation by reference of our report dated February 2, 2000 relating
to the financial statement schedule, which appears in such Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
May 9, 2000
