<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 STOCK INCENTIVE 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>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 1,020,000 $ 13.00 (1) $13,260,000 (1) $3,500.64
par 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.
================================================================================
-1-
<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. 33-50862, filed by the Registrant on August 14,
1992 relating to the Registrant's 1992 Stock Incentive 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 of 1933, as amended (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
Richard M. Spaulding Financial 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, $.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)
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, Massachusetts 01581
Re: 1992 Stock Incentive 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 (the "Commission") relating to 1,020,000 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 Stock Incentive Plan (the "Plan").
We have examined the Second Amended and Restated Articles of
Organization of the Company, as amended, 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 examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
We assume that the appropriate action will be taken, prior to the
offer and the sale of the Shares issuable pursuant to 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 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 Company has duly authorized for issuance the Shares and such Shares, when
issued and paid for in accordance with the terms of the Plan and for a
consideration in excess of par value per share, 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 of 1933, as amended
(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
