Divine Inc, et al. – ‘SC 13D’ on 7/18/01 re: Eshare Communications Inc

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             11     44K 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 ESHARE COMMUNICATIONS, INC.
(Name of Issuer)

------------------------

COMMON STOCK
NO PAR VALUE
(Title of Class of Securities)

 296428105
(CUSIP Number)

 -------------------------

JUDE SULLIVAN, GENERAL COUNSEL
DIVINE, INC.
1301 NORTH ELSTON AVENUE
 CHICAGO, ILLINOIS 60622

(Name, Address and Telephone Number of
Person Authorized to Receive Notices
 and Communications)

JULY 8, 2001
 -------------------------
 (Date of Event which Requires Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing  
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the        
following: / /                                                                  

   The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).                                                                     

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SCHEDULE 13D

CUSIP No. 296428105                                                             

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1.   Name of reporting persons. . .. . . . . . . . . . . . . . .   DIVINE, INC. 
  I.R.S. Identification No. of above person (entities only). . .36-4301991
--------------------------------------------------------------------------------
2.   Check the appropriate box if a member of a group              (a)          
                                                         (b)
--------------------------------------------------------------------------------
3.   SEC Use Only                                                               
--------------------------------------------------------------------------------
4.   Source of Funds.  . . . . . . . . . . . . . . . . . . . . . . OO           
--------------------------------------------------------------------------------
5.   Check if disclosure of legal proceedings is required pursuant              
to Items 2(d) or 2(e).                                                
--------------------------------------------------------------------------------
6.   Citizenship or Place of  Organization. . . . . . . . . . . .  State of     
                                                              Delaware
--------------------------------------------------------------------------------
Number of shares      7.  Sole voting power       
              beneficially owned     -------------------------------------------
                    by each          8.  Shared voting power       10,745,969(1)
            reporting person with:   -------------------------------------------
                    9.  Sole dispositive power
                                     -------------------------------------------
                      10. Shared dispositive power
--------------------------------------------------------------------------------
11.  Aggregate amount beneficially                                              
owned by each reporting person. 10,745,969(1)                         
                                     -------------------------------------------
12.  Check if the aggregate amount in                                           
Row 11 excludes certain shares.                                       
                                     -------------------------------------------
13.  Percent of class represented by                                            
amount in Row (11). . . . . . .  49%                                  
                                     -------------------------------------------
14.  Type of reporting person. . . .  CO                                        

--------------------------------------------------------------------------------
(1)  10,745,969 shares of eshare communications, Inc. common stock are          
subject to a Voting Agreement entered into between DIVINE, INC. and Szlam       
Partners, L.P. dated July 8, 2001 (discussed in Items 3 and 4 below). DIVINE,   
INC. expressly disclaims beneficial ownership of these 10,745,969 shares.       
Furthermore, DIVINE, INC.'s chairman and chief executive officer, Andrew        
Filipowski, could be deemed to share beneficial ownership of these shares.      
Mr. Filipowski expressly disclaims any beneficial ownership of all shares of    
eshare communications, Inc. deemed to be beneficially owned by DIVINE, INC.     

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SCHEDULE 13D

CUSIP No. 296428105                                                             

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1.   Name of reporting persons. . .. . . . . . . . . . . . . . .   Andrew J.    
                                                                Filipowski
I.R.S. Identification No. of above person (entities only)..           
--------------------------------------------------------------------------------
2.   Check the appropriate box if a member of a group              (a)          
                                                         (b)
--------------------------------------------------------------------------------
3.   SEC Use Only                                                               
--------------------------------------------------------------------------------
4.   Source of Funds.  . . . . . . . . . . . . . . . . . . . . .   OO           
--------------------------------------------------------------------------------
5.   Check if disclosure of legal proceedings is required pursuant              
to Items 2(d) or 2(e).                                                
--------------------------------------------------------------------------------
6.   Citizenship or Place of  Organization. . . . . . . . . . ..   United States
                                                                of America
--------------------------------------------------------------------------------
            Number of shares      7.  Sole voting power         430,000(2)
              beneficially owned     -------------------------------------------
          by each          8.  Shared voting power       (3)
            reporting person with:   -------------------------------------------
                                  9.  Sole dispositive power    430,000(2)
                                     -------------------------------------------
                      10. Shared dispositive power
--------------------------------------------------------------------------------
11.  Aggregate amount beneficially                                              
owned by each reporting person.   430,000(2)                          
                                     -------------------------------------------
12.  Check if the aggregate amount in                                           
Row 11 excludes certain shares.   X                                   
                                     -------------------------------------------
13.  Percent of class represented by                                            
amount in Row (11). . . . . . .   2.0%                                
                                     -------------------------------------------
14.  Type of reporting person. . . .   IN                                       

--------------------------------------------------------------------------------
(2)  Mr. Filipowski was granted these shares for his service on eshare          
communications, Inc.'s board of directors. This number includes 16,667 shares   
issuable pursuant to options exercisable within 60 days of March 31, 2001.      

(3)  DIVINE, INC. has entered into a Voting Agreement between DIVINE, INC. and  
Szlam Partners, L.P., dated July 8, 2001 (discussed in Items 3 and 4 below)     
whereby DIVINE, INC. received an irrevocable proxy from an eshare               
communications, Inc. stockholder for 10,745,969 shares. Although DIVINE, INC.   
expressly disclaims beneficial ownership of the 10,745,969 shares, Mr.          
Filipowski is the chairman and chief executive officer of DIVINE, INC. Mr.      
Filipowski could be deemed to share the beneficial ownership of a total of these
shares of common stock of eshare communications, Inc. However, Mr. Filipowski   
expressly disclaims any beneficial ownership of all shares of eshare            
communications, Inc. deemed to be beneficially owned by DIVINE, INC.            

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ITEM 1.   SECURITY AND ISSUER.                                                  

    This statement on Schedule 13D (this "Statement") relates to the
common stock, no par value per share (the "Common Stock"), of eshare            
communications, Inc., a Georgia corporation (sometimes referred to herein as    
"Issuer" or "eshare"). The principal executive offices of eshare are located at 
5051 Peachtree Corners Circle, Norcross, Georgia 30092.                         

ITEM 2.   IDENTITY AND BACKGROUND.                                              

         (a)  The name of the persons filing this statement is DIVINE, INC., a
Delaware corporation ("DIVINE") and Andrew J. Filipowski, a citizen of the      
United States of America. DIVINE and Mr. Filipowski are collectively referred to
herein as the "Reporting Persons."                                              

         (b)  The address of the Reporting Persons' principal business is 1301
North Elston Avenue, Chicago, Illinois 60622.                                   

(c)  DIVINE is an enterprise solutions company delivering a 
combination of services, Web-based technology and managed applications          
capability that enables businesses to deploy advanced enterprise solutions that 
are integrated with their business strategy and existing technical systems. Mr. 
Filipowski's principal occupation is as Chairman of the Board of Directors and  
Chief Executive Officer of DIVINE.                                              

       (d)  Neither of the Reporting Persons nor the individuals listed on
Schedule A is required to disclose legal proceedings pursuant to Item 2(d).     

       (e)  Neither of the Reporting Persons nor the individuals listed on
Schedule A is required to disclose legal proceedings pursuant to Item 2(e).     

    (f)  To the Reporting Persons' knowledge each of the individuals
identified on Schedule A attached hereto is a citizen of the United States.     

         Set forth on Schedule A is the name, and present principal occupation
or employment, and the name, principal business and address of any corporation  
or other organization in which such employment is conducted, of each of the     
directors and executive officers of DIVINE as of the date hereof.               

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

  As an inducement for DIVINE to enter into the Merger Agreement
described in Item 4 and in consideration thereof, Szlam Partners, L.P., a       
stockholder of eshare (the "Stockholder"), entered into a Voting Agreement (see 
Item 4) with DIVINE. DIVINE did not pay additional consideration to the         
Stockholder in connection with the execution and delivery of the Voting         
Agreement. In addition, the Stockholder granted DIVINE an irrevocable proxy with
respect to the shares covered by the Voting Agreement.                          

       References to, and descriptions of the Merger, the Merger Agreement
and the Voting Agreement as set forth herein are qualified in their entirety by 
reference to the copies of the Merger Agreement and the Voting Agreement,       
respectively, included as Exhibits 2 and 3, respectively, to this Schedule 13D, 
and are incorporated herein in their entirety where such references and         
descriptions appear.                                                            

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    Mr. Filipowski received his shares of eshare by acting as one of
eshare's directors.                                                             

ITEM 4.   PURPOSE OF TRANSACTION.                                               

   (a)-(b) Pursuant to an Agreement and Plan of Merger dated as of
July 8, 2001 (the "Merger Agreement"), among DIVINE, DES Acquisition Company, a 
newly formed Delaware corporation and wholly-owned subsidiary of DIVINE ("Merger
Sub"), and eshare, and subject to the conditions set forth therein (including   
approval of the Merger by stockholders of eshare), eshare will be merged with   
and into Merger Sub, the separate corporate existence of eshare shall thereupon 
cease, and Merger Sub shall be the successor or surviving corporation and shall 
continue its existence under the laws of the State of Delaware. Merger Sub, as  
the surviving corporation after the consummation of the Merger, is sometimes    
hereinafter referred to as the "Surviving Corporation."                         

      As a result of the Merger, each outstanding share of eshare common
stock, other than shares owned by eshare, DIVINE and Merger Sub, will be        
converted into the right to receive 1.3 shares (the "Exchange Ratio") of DIVINE 
common stock, subject to certain adjustments, if applicable. If the Average     
Market Value (as defined in the Merger Agreement) of DIVINE shares is $2.82 or  
greater, then the Exchange Ratio (prior to any other adjustment) will be        
adjusted to an amount equal to $3.653 divided by the Average Market Value of    
DIVINE shares. If the Average Market Value of DIVINE shares is $2.39 or less,   
the Exchange Ratio (prior to any other adjustment) will be adjusted to an amount
equal to $3.12 divided by the greater of (x) the Average Market Value of DIVINE 
shares or (y) $1.00. If the number of DIVINE shares to be issued in the Merger  
pursuant to this adjustment exceeds 28,546,506 before any other adjustment,     
DIVINE may elect to pay cash in lieu of all or any portion of the DIVINE shares 
to be issued to eshare shareholders in excess of 28,546,506. The cash payment   
shall be an amount per share equal to the Average Market Value of DIVINE shares.
Should DIVINE choose to pay cash, DIVINE must make such an election prior to the
date on which the Proxy Statement with respect to the eshare shareholder meeting
is first mailed to the eshare shareholders, or on a later date so long as the   
timing of such election shall not delay the Closing Date (as defined in the     
Merger Agreement). If DIVINE stock undergoes any reclassification, stock split  
or stock dividend, or any change or conversion prior to the Effective Time (as  
that term is defined in the Merger Agreement), appropriate and proportionate    
adjustments, if any, shall be made to the Exchange Ratio.                       

          Each eshare option that is outstanding and unexercised pursuant to the
eshare option plans in effect on the Effective Time shall (i) be terminated if  
the result of dividing (A) the exercise price of such eshare option by (B) the  
Exchange Ratio and rounding the result to the nearest tenth of one cent (the    
"Post-Merger Exercise Price"), is greater than the closing sale price of the    
DIVINE shares on the trading day immediately preceding the Effective Time, or   
(ii) if the Post-Merger Exercise Price of such eshare option is less than or    
equal to the closing sale price of DIVINE shares on the trading day immediately 
preceding the Effective Time, become and represent an option to purchase the    
number of DIVINE shares (rounded to the nearest full share) determined by       
multiplying (X) the number of eshare shares subject to such eshare option       
immediately prior to the Effective Time by (Y) the Exchange Ratio, at an        
exercise price per share of DIVINE shares equal to the Post-Merger Exercise     
Price.                                                                          

          The Stockholder has, by executing the Voting Agreement, agreed to vote
the 10,745,969 shares of eshare common stock beneficially owned by it (the      
"Shares") as described below.                                                   

      Pursuant to the Voting Agreement, Stockholder has agreed, at every
eshare stockholders meeting and on every action or approval by written consent  
instead of a meeting, to cause the Shares to be voted in favor of adoption and  
approval of the Merger Agreement, the Merger and all agreements related to the  
Merger and any actions related thereto or contemplated thereby (collectively,   
the "Transaction                                                                

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Documents"); and not to be voted in favor of the approval of (i) any Company    
Acquisition Proposal (as defined in the Merger Agreement), (ii) any             
reorganization, recapitalization, liquidation or winding up of eshare, (iii)    
any other corporate action, the consummation of which would frustrate the       
purposes, or prevent or delay the consummation of the Merger or any other       
transactions contemplated by the Transaction Documents, or (iv) other matter    
relating to, or in connection with, any of the foregoing matters. The           
Stockholder may vote the Shares on all other matters. The Voting Agreement      
terminates upon the termination of the Merger Agreement. As part of the Voting  
Agreement, Stockholder delivered an irrevocable proxy to DIVINE granting DIVINE 
the right to vote the Shares in the manner contemplated by the Voting Agreement 
described above.                                                                

     The purpose of the transactions under the Voting Agreement are to
enable DIVINE and eshare to consummate the transactions contemplated under the  
Merger Agreement.                                                               

(c)  Not applicable.                                        

      (d)  The officers and directors of Merger Sub shall be the initial
directors and officers of the Surviving Corporation, until their successors have
been duly elected or appointed and qualified or until their earlier death,      
resignation or removal in accordance with the Surviving Corporation's           
Certificate of Incorporation and by-laws.                                       

        (e)  Other than as a result of the Merger described in Item 3 above,
not applicable.                                                                 

(f)  Not applicable.                                        

          (g)  Upon consummation of the Merger, the Certificate of Incorporation
of Merger Sub, as in effect immediately prior to the Merger, shall be the       
Certificate of Incorporation of the Surviving Corporation until thereafter      
amended as provided by Delaware Law and such Certificate of Incorporation. Upon 
consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately  
prior to the Merger, shall be the Bylaws of the Surviving Corporation until     
thereafter amended.                                                             

(h)-(i) If the Merger is consummated as planned, the eshare 
common stock will be deregistered under the Act and cease to be authorized to be
quoted on The Nasdaq National Market.                                           

        (j) Other than described above, the Reporting Persons currently have
no plan or proposals which relate to, or may result in, any of the matters      
listed in Items 4(a)-(j) of Schedule 13D (although the Reporting Persons reserve
the right to develop such plans).                                               

    References to, and descriptions of, the Merger Agreement and the
Voting Agreement as set forth above in this Item 4 are qualified in their       
entirety by reference to the copies of the Merger Agreement and the Voting      
Agreement, respectively, included as Exhibits 2 and 3, respectively, to this    
Schedule 13D, and incorporated in this Item 4 in their entirety where such      
references and descriptions appear.                                             

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

        (a)-(b) As a result of the Voting Agreement, DIVINE may be deemed to
be the beneficial owner of 10,745,969 shares of eshare common stock. Those      
shares of eshare common stock constitute approximately 49% of the issued and    
outstanding shares of eshare common stock based on the 21,930,551 shares of     
eshare common stock outstanding as of July 8, 2001. DIVINE may be deemed to have
the sole power to vote the shares with respect to those matters described above.
However, DIVINE (i) is not entitled to any rights as a stockholder of eshare as 
to the Shares and (ii) disclaims any beneficial ownership of the                

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shares of eshare common stock which are covered by the Voting Agreement. DIVINE 
does not have the power to dispose of the Shares.                               

     Mr. Filipowski has been a director of Issuer since April of 1999.
As a director, Mr. Filipowski was granted shares of Issuer. Mr. Filipowski      
holds 430,000 shares (including 16,667 shares issuable pursuant to options      
exercisable within 60 days of March 31, 2001) or approximately 2.0% of the      
issued and outstanding shares of eshare common stock based on the 21,930,551    
shares of eshare common stock outstanding as of July 8, 2001. As the chairman   
and chief executive officer of DIVINE, Mr. Filipowski may be deemed to have     
indirect beneficial ownership of the shares subject to the Voting Agreement     
between DIVINE and Szlam Partners, L.P. However, Mr. Filipowski expressly       
disclaims any beneficial ownership of these shares.                             

          (c)  To the knowledge of the Reporting Persons, no transactions in the
class of securities reported have been effected during the past sixty days by   
any person named pursuant to Item 2. To the knowledge of DIVINE, no other person
has the right to receive or the power to direct the receipt of dividends from,  
or the proceeds from the sale of, the securities of eshare.                     

(d)  Not applicable.                                        

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                                    

       Other than the Merger Agreement and the exhibits thereto, including
the Voting Agreement, to the knowledge of the Reporting Persons, there are no   
contracts, arrangements, understandings or relationships among the persons named
in Item 2 and between such persons and any person with respect to any securities
of eshare, including but not limited to transfer or voting of any of the        
securities, finder's fees, joint ventures, loan or option arrangement, puts or  
calls, guarantees of profits, division of profits or loss, or the giving or     
withholding of proxies.                                                         

ITEM 7.   MATERIALS TO BE FILED AS EXHIBITS.                                    

The following documents are filed as exhibits:              

         1.   Agreement Regarding Joint Filing of Schedule 13D, dated July 17,
2001 between DIVINE, INC. and Mr. Filipowski.     

       2.   Agreement and Plan of Merger, dated as of July 8, 2001, by and
    among DIVINE, INC., DES Acquisition Company and eshare
               communications, Inc. (incorporated herein by reference to Exhibit
              2.1 to DIVINE's Current Report on Form 8-K filed July 12, 2001).

       3.   Voting Agreement, dated July 8, 2001, between DIVINE, INC. and
               Szlam Partners, L.P. (incorporated herein by reference to Exhibit
               99.1 to DIVINE's Current Report on Form 8-K filed July 12, 2001).

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 SIGNATURE

        After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this   
statement is true, complete and correct.                                        

Dated:  July 18, 2001                                                           

DIVINE, INC.                                                    

By:    /s/ Jude Sullivan                          /s/ Andrew J. Filipowski      
 ---------------------------                ------------------------
Name:  Jude Sullivan                              Andrew J. Filipowski          
Title: General Counsel                                                          

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SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF DIVINE, INC.

The following tables set forth the name, business address and present principal 
occupation or employment of each executive officer and director of DIVINE, INC. 
The business address of each executive officer is DIVINE, INC., 1301 North      
Elston Avenue, Chicago, Illinois, 60622.                                        

EXECUTIVE OFFICERS

                                                                [Download Table]


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           NAME                                PRESENT PRINCIPAL OCCUPATION     
--------------------------------------------------------------------------------
                                                                                
   Andrew J. Filipowski                        Chairman of the Board and CEO    
--------------------------------------------------------------------------------
   Michael P. Cullinane                        Executive Vice President, CFO,   
                                                   Treasurer and Director       
--------------------------------------------------------------------------------
     Paul Humenansky                             President, COO and Director    
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 DIRECTORS

                                                                [Download Table]


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    NAME AND BUSINESS ADDRESS                      PRESENT PRINCIPAL OCCUPATION 
--------------------------------------------------------------------------------
                                                                                
Tommy Bennett                                                                   
Computer Associates International, Inc.              Senior Vice President      
One Computer Associates Plaza                                                   
Islandia, NY  11749                                                             
--------------------------------------------------------------------------------
John Cooper                                                                     
Microsoft Corporation                              Senior Director of Corporate 
One Microsoft Way                                          Development          
Redmond, WA  98052                                                              
--------------------------------------------------------------------------------
James E. Cowie                                                                  
Frontenac Company                                      General Partner          
135 S. LaSalle Street, Suite 3800                                               
Chicago, IL  60603                                                              
--------------------------------------------------------------------------------
Arthur W. Hahn                                                                  
Katten Muchin Zavis                                       Partner               
525 W. Monroe Street, Suite 1600                                                
Chicago, IL  60661                                                              
--------------------------------------------------------------------------------
Gregory K. Jones                                                                
uBid, Inc.                                         Chairman of the Board and CEO
8550 W. Bryn Mawr, Suite 200                                                    
Chicago, IL  60631                                                              
--------------------------------------------------------------------------------
Michael A. Forster                                                              
Internet Capital Group, Inc.                       Senior Partner of Operations 
552 Ravine Avenue                                                               
Lake Bluff, IL  60044                                                           
--------------------------------------------------------------------------------
Thomas J. Meredith                                                              
Dell Computer Corporation                                    CFO                
807 Las Cimas Parkway, Building 2                                               
Austin, TX  78746                                                               
--------------------------------------------------------------------------------
John Rau                                                                        
Chicago Title and Trust Company Foundation            Chairman of the Board     
171 N. Clark Street                                                             
Chicago, IL  60601                                                              
--------------------------------------------------------------------------------

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Exhibit 1 

AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D

          The undersigned agree that the Statement on Schedule 13D to which this
Agreement is attached is filed on behalf of each one of them pursuant to Rule   
13d-1(k)(1) and that all subsequent amendments to this statement shall be filed 
on behalf of each of the undersigned without the necessity of filing additional 
joint filing agreements. The undersigned acknowledges that each shall be        
responsible for the timely filing of such amendments, and for the completeness  
and accuracy of the information concerning it contained therein, but shall not  
be responsible for the completeness and accuracy of the information concerning  
the other, except to the extent that it knows or has reason to believe that such
information is inaccurate.                                                      

      Nothing contained in this Agreement shall be construed to create a
"group" as that term is defined in Rule 13d-5(b)(1).                            

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which shall together         
constitute one instrument.                                                      

Dated:  July 17, 2001                                                           

                                    DIVINE, INC.

                                      By:        /s/ Jude Sullivan
                                                    ----------------------------
                                     Name:         Jude Sullivan
                                                    ----------------------------
                                     Its:        General Counsel
                                                    ----------------------------

                                                    /s/ Andrew J. Filipowski
                                                    ----------------------------
                                                Andrew J. Filipowski

Dates Referenced Herein   and   Documents Incorporated by Reference

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