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Eprise Corp – IPO: ‘S-1/A’ on 3/23/00

On:  Thursday, 3/23/00   ·   Accession #:  950135-0-1593   ·   File #:  333-94777

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/23/00  Eprise Corp                       S-1/A                  2:16K                                    Bowne of Boston/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Eprise Corporation                                     6     29K 
 2: EX-5.1      Opinion of Hill & Barlow                               2     12K

S-1/A   —   Eprise Corporation

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2000. 

                                                      REGISTRATION NO. 333-94777
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------

AMENDMENT NO. 3 TO

FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

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

EPRISE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                                [Download Table]
                                                                                  
            DELAWARE                         7371                   04-3179480    
(STATE OR OTHER JURISDICTION OF  (PRIMARY STANDARD INDUSTRIAL    (I.R.S. EMPLOYER 
 INCORPORATION OR ORGANIZATION)  CLASSIFICATION CODE NUMBER)   IDENTIFICATION NO.)

1671 WORCESTER ROAD 
FRAMINGHAM, MA 01701
(508) 872-0200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF 
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 

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

JOSEPH A. FORGIONE
PRESIDENT AND CHIEF EXECUTIVE OFFICER 
EPRISE CORPORATION
1671 WORCESTER ROAD 
FRAMINGHAM, MA 01701
(508) 872-0200
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)

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

COPIES OF ALL COMMUNICATIONS TO:

                                                                [Download Table]
                                                                          
         DENNIS W. TOWNLEY, ESQ.              EDWIN L. MILLER, JR., ESQ.  
         ANDREA M. TEICHMAN, ESQ.          TESTA, HURWITZ & THIBEAULT, LLP
HILL & BARLOW, A PROFESSIONAL CORPORATION          125 HIGH STREET        
         ONE INTERNATIONAL PLACE                   BOSTON, MA 02110       
          BOSTON, MA 02110-2607                     (617) 248-7000        
              (617) 428-3000                                              

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement

   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, check the following box.  [ ]                                             

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering.  [ ]  ____________________        

If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  [ ]  ____________________                               

If this form is a post effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  [ ]  ____________________                               

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:  [ ]                                            

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME    
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  

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


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EXPLANATORY NOTE  
----------------  

This amendment is being filed solely to include the conformed, dated  
opinion of Hill & Barlow, counsel to the registrant, as Exhibit 5.1 to the      
Registration Statement on Form S-1.  No other changes have been made to the     
Registration Statement.                                                         


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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 3 to registration statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in Boston,  
Massachusetts on March 23, 2000.                                                

EPRISE CORPORATION

                By:         /s/ ANDREA M. TEICHMAN

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

                                Andrea M. Teichman

                                Attorney-in-Fact

POWER OF ATTORNEY 

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to registration statement has been signed by the following 
persons in the capacities and on the dates indicated.                           

                                                        [Enlarge/Download Table]

SIGNATURE                                                    TITLE                   DATE    
---------                                                    -----                   ----    
                                                                                             

                       *                           President, Chief Executive  March 23, 2000
------------------------------------------------      Officer and Director                   
              (Joseph A. Forgione)                    (Principal Executive                   
                                                            Officer)                         

                       *                          Vice President, Finance and  March 23, 2000
------------------------------------------------    Chief Financial Officer,                 
               (Milton A. Alpern)                   (Principal Financial and                 
                                                      Accounting Officer)                    

                       *                             Chairman of the Board     March 23, 2000
------------------------------------------------                                             
              (Edson D. de Castro)                                                           

                       *                                    Director           March 23, 2000
------------------------------------------------                                             
              (Deborah M. Besemer)                                                           

                       *                                    Director           March 23, 2000
------------------------------------------------                                             
              (Robert C. Fleming)                                                            

                       *                                    Director           March 23, 2000
------------------------------------------------                                             
               (Alain J. Hanover)                                                            

                       *                                    Director           March 23, 2000
------------------------------------------------                                             
            (Nicholas A. Papantonis)                                                         

II-6


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                                                                [Download Table]

SIGNATURE                                          TITLE          DATE    
---------                                          -----          ----    
                                                                          
                       *                          Director  March 23, 2000
------------------------------------------------                          
              (Jonathan B. Radoff)                                        

                       *                          Director  March 23, 2000
------------------------------------------------                          
               (Joseph Tischler)                                          

          *By: /s/ ANDREA M. TEICHMAN                                     
  -------------------------------------------                             
               Andrea M. Teichman                                         
                Attorney-in-fact                                          

II-7


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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                                                
  NO.                        DESCRIPTION OF DOCUMENT                   
-------                      -----------------------                   
                                                                       
     1.1+  Form of Underwriting Agreement by and among Eprise and the  
           Underwriters                                                
     3.1+  Third Amended and Restated Certificate of Incorporation of  
           Eprise Corporation filed in the State of Delaware on        
           November 2, 1999                                            
     3.2+  Fifth Amended and Restated Certificate of Incorporation of  
           Eprise                                                      
     3.3+  Certificate of Amendment to Fifth Amended and Restated      
           Certificate of Incorporation of Eprise                      
     3.4+  Form of Amended and Restated Certificate of Incorporation of
           Eprise (to be filed with the Secretary of State of Delaware 
           and effective upon the closing of the offering.)            
     3.5+  Corporate bylaws of Inner Circle Technologies, Inc., as     
           currently in effect                                         
     3.6+  Form of Amended and Restated By-Laws (to take effect as of  
           the effective date of the registration statement)           
     4.1+  Specimen certificate for shares of the common stock of      
           Eprise                                                      
     4.2+  Description of capital stock (contained in Exhibits 3.1 and 
           3.2)                                                        
     4.3+  Warrant to purchase 50,307 shares of common stock, issued to
           Silicon Valley Bank on July 18, 1997                        
     4.4+  Warrant to purchase 326,995 shares of Series A Preferred    
           Stock, issued to Prism Venture Partners I, L.P. on October  
           9, 1997                                                     
     4.5+  Warrant to purchase 75,460 shares of common stock, issued to
           Silicon Valley Bank on December 5, 1997                     
     4.6+  Antidilution Agreement with Silicon Valley Bank, dated      
           December 5, 1997                                            
     4.7+  Warrant to purchase 649,227 shares of common stock, issued  
           to Deutsche Bank Securities Inc. as of September 8, 1999    
     5.1   Opinion of Hill & Barlow regarding legality of common stock 
           to be offered hereunder                                     
    10.1+  Lease dated as of February 22, 2000 between NDNE 9/90 200   
           Crossing Boulevard, LLC and Eprise, relating to the future  
           principal executive offices of Eprise at 200 Crossing       
           Boulevard, Framingham, Massachusetts                        
    10.2+  Sublease Agreement between NovaLink USA Corporation and     
           Merkert Enterprises, Inc., as amended                       
    10.3+  Sublease Agreement dated June 9, 1999 between Aquila        
           Biopharmaceuticals Inc. and Eprise Corporation              
    10.4+  Eprise Corporation 1997 Stock Option Plan, as amended       
           through December 1, 1999                                    
    10.5+  Eprise 1997 Amended and Restated Stock Option Plan          
    10.6+  Inner Circle Technologies, Inc. 1994 Stock Option Plan      
    10.7+  Eprise 2000 Non-Employee Director Stock Option Plan         
    10.8+  Employment Agreement between Eprise Corporation and Joseph  
           A. Forgione dated as of November 4, 1997                    
    10.9+  Employment Agreement between Eprise Corporation and Jonathan
           B. Radoff dated as of December 17, 1997                     
    10.10+ Eprise 2000 Employee Stock Purchase Plan dated January 5,   
           2000, as amended through March 22, 2000                     
    10.11+ Eprise Corporation Retirement Saving Plan dated October 14, 
           1998, as amended                                            


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                                                                [Download Table]

EXHIBIT                                                               
  NO.                        DESCRIPTION OF DOCUMENT                  
-------                      -----------------------                  
                                                                      
    10.12+ Second Amended and Restated Stockholders Agreement dated as
           of November 8, 1999 among Eprise and the preferred         
           stockholders of Eprise                                     
    10.13+ Second Amended and Restated Registration Rights Agreement  
           dated as of November 8, 1999 among Eprise and the preferred
           stockholders of Eprise                                     
    10.14+ Registration Rights Agreement dated July 18, 1997 among    
           Eprise and Silicon Valley Bank                             
    10.15+ Registration Rights Agreement dated December 5, 1997 among 
           Eprise and Silicon Valley Bank                             
    10.16+ Loan and Security Agreement among Eprise and Silicon Valley
           Bank dated January 28, 1998                                
    10.17+ Negative Pledge Agreement among Eprise and Silicon Valley  
           Bank dated 1997                                            
    10.18+ First Loan Modification Agreement among Eprise and Silicon 
           Valley Bank dated March 1999                               
   16+     Letter re Change in Certifying Accountant                  
    21.1+  List of Subsidiaries                                       
    23.1+  Independent Auditors' Consent -- Deloitte & Touche LLP     
    23.2+  Independent Accountants' Consent -- Arthur Andersen LLP    
    23.3   Consent of Hill & Barlow, a Professional Corporation       
           (contained in Exhibit 5.1)                                 
    23.4+  Consent of IDC                                             
    27.1+  Eprise Financial Data Schedule for the period ending       
           December 31, 1999                                          
    27.2+  Eprise Financial Data Schedule for the period ending       
           December 31, 1998                                          
    27.3+  Eprise Financial Data Schedule for the period ending       
           December 31, 1997                                          
    27.4+  Eprise Financial Data Schedule for the period ending August
           31, 1997                                                   

------------------------                                                        
+ Previously filed.

Dates Referenced Herein   and   Documents Incorporated by Reference

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