1 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) 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: 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 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. 3 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. 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 4 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 5 EXHIBIT INDEX 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 6 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.