-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BCr/eo1CxWsEG4CmeZsRIg4p+xzafu0eeKzEyXFrVFaNrDvfBtPZR8pc6ho8jaPm aa43uKOxCb3IaILgWJE94g== 0000950135-01-501590.txt : 20010607 0000950135-01-501590.hdr.sgml : 20010607 ACCESSION NUMBER: 0000950135-01-501590 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPRISE CORP CENTRAL INDEX KEY: 0001098937 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043179480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-60455 FILM NUMBER: 1655032 BUSINESS ADDRESS: STREET 1: 1671 WORCESTER ROAD STREET 2: FOURTH FLOOR CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5088720200 MAIL ADDRESS: STREET 1: 1671 WORCESTER ROAD CITY: FRAMINGHAM STATE: MA ZIP: 01701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EPRISE CORP CENTRAL INDEX KEY: 0001098937 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043179480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1671 WORCESTER ROAD STREET 2: FOURTH FLOOR CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5088720200 MAIL ADDRESS: STREET 1: 1671 WORCESTER ROAD CITY: FRAMINGHAM STATE: MA ZIP: 01701 SC TO-I/A 1 b39624ecscto-ia.txt EPRISE CORPORATION 1 - ------------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------- AMENDMENT NO. 1 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------- EPRISE CORPORATION ------------------------------------------------------------- (Name Of Subject Company (Issuer) And Filing Person (Offeror)) OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE ------------------------------------------------------------ (Title Of Class Of Securities) n/a* ------------------------------------- (Cusip Number Of Class Of Securities) Joseph A. Forgione President And Chief Executive Officer Eprise Corporation 200 Crossing Boulevard Framingham, Massachusetts 01702 (508) 661-5200 --------------------------------------------------------------------------- (Name, Address And Telephone Number Of Person Authorized To Receive Notices And Communications On Behalf Of Filing Person) COPIES TO: Dennis W. Townley Hill & Barlow One International Place Boston, MA 02110 (617) 428-3000 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUATION+ AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $2,031,349 $406 - -------------------------------------------------------------------------------- + Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,056,660 shares of common stock of Eprise Corporation having an aggregate value of 2 $2,031,349 as of May 10, 2001 will be exchanged and/or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. This amount was previously paid with the filing of Schedule TO on May 10, 2001. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not Applicable. Form Or Registration No.: Not Applicable. Filing Party: Not Applicable. Date Filed: Not Applicable. [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - --------------------------- * There is no trading market or CUSIP Number for the options. The CUSIP Number for the underlying common stock is 294352 10 9. * * * * * 2 3 INTRODUCTORY STATEMENT This Amendment No. 1 to the Tender Offer Statement on Schedule TO of Eprise Corporation amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 10, 2001, relating to the offer by Eprise to exchange substantially all options granted under its 1997 Amended and Restated Stock Option Plan for new options, subject to the terms and conditions described in the Offer to Exchange dated May 10, 2001 and the related Election Form. The Offer to Exchange has been amended and supplemented in the form attached hereto as Exhibit (a)(6), which is incorporated herein by reference (the "Offer Supplement"). Only the items listed below are being amended hereby. ITEM 1. SUMMARY TERM SHEET. The information set forth in the Offer Supplement, a copy of which is attached hereto as Exhibit (a)(6), is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in the Offer Supplement, a copy of which is attached hereto as Exhibit (a)(6), is incorporated herein by reference. (b) The information set forth in the Offer Supplement, a copy of which is attached hereto as Exhibit (a)(6), is incorporated herein by reference. ITEM 10. FINANCIAL STATEMENTS. (a) The information set forth on pages 2 through 7 of Eprise's Quarterly Report on Form 10-Q, filed with the SEC on May 15, 2001, as well as the information set forth in the Offer Supplement, a copy of which is attached hereto as Exhibit (a)(6), is incorporated herein by reference. ITEM 12. EXHIBITS. (a)(1) Offer to Exchange all Outstanding Options for New Options dated May 10, 2001. (a)(2) Election Form. (a)(3) Memorandum from President to All Employees dated May 10, 2001. (a)(4) Notice to Change Election from Accept to Reject. (a)(5) Form of Promise to Grant Stock Option(s) (a)(6) Supplement to Offer to Exchange, dated June 6, 2001. (a)(7) Eprise Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the SEC on March 30, 2001 and incorporated herein by reference (a)(8) Eprise Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 15, 2001 and incorporated herein by reference 1 4 (d)(1) Eprise Corporation Amended and Restated 1997 Stock Option Plan filed as Exhibit 10.5 to the Company's Registration Statement on Form S-1 declared effective on March 23, 2000 and incorporated herein by reference. (d)(2) Eprise Corporation 1997 Stock Plan Prospectus. 2 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct. EPRISE CORPORATION By: /s/ Joseph A. Forgione -------------------------------------- Joseph A. Forgione President and Chief Executive Officer Date: June 6, 2001 3 6 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(1)* Offer to Exchange all Outstanding Options for New Options dated May 10, 2001. (a)(2)* Election Form. (a)(3)* Memorandum from President to All Employees dated May 10, 2001. (a)(4)* Notice to Change Election from Accept to Reject. (a)(5) Form of Promise to Grant Stock Option(s). (a)(6) Supplement to Offer to Exchange, dated June 6, 2001 (a)(7) Eprise Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the SEC on March 30, 2001 and incorporated herein by reference (a)(8) Eprise Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 15, 2001 and incorporated herein by reference (d)(1)* Eprise Corporation Amended and Restated 1997 Stock Option Plan filed as Exhibit 10.5 to the Company's Registration Statement on Form S-1 declared effective on March 23, 2000 and incorporated herein by reference. (d)(2)* Eprise Corporation 1997 Stock Plan Prospectus. *Previously filed. 4 EX-99.(A)(5) 2 b39624ecex99-a5.txt FORM OF PROMISE TO GRANT STOCK OPTION(S) 1 EXHIBIT 99.(a).(5) FORM OF PROMISE TO GRANT STOCK OPTION(S) In exchange for your agreement to cancel certain stock options ("Old Option(s)") you received from Eprise Corporation ("Eprise"), Eprise hereby promises to grant you a stock option or options covering ____________ shares of Eprise's common stock, on or about December 12, 2001 (the "New Option(s)"). You understand that the exercise price of each new option will be the closing price of Eprise's common stock as listed on the Nasdaq National Market on the last business day before the date of the replacement grant. Each New Option will vest according to the same vesting schedule as the Old Option it replaces, subject to your continued employment with Eprise on a full-time basis or on your being on a bona fide leave of absence as described below. Each New Option will otherwise be subject to the standard terms and conditions under Eprise's Amended and Restated 1997 Stock Option Plan (the "Plan") and applicable form of stock option agreement. However, if Eprise is acquired prior to the date on which your New Options are to be granted, you may receive options to purchase shares of the acquiring company's stock, and the number of options you receive would be based on the terms of the acquisition. In addition, those options would be subject to the terms of the acquiring company's stock option plan and related form of agreement. In order to receive the New Option(s), you must be employed by Eprise in a full-time capacity or be on a bona fide leave of absence that was approved by Eprise in writing (if the terms of the leave provide for continued service crediting or when continued service crediting is required by law), as of December 12, 2001 (or such later date as the replacement options are granted). This promise to grant does not constitute a guarantee of employment with Eprise for any period. Your employment with Eprise remains "at-will" and can be terminated by either you or Eprise at any time, with or without cause or notice. If you voluntarily terminate your employment with Eprise or if Eprise terminates your employment for any reason before December 12, 2001, you will lose all rights you have to receive any New Options. This Promise is subject to the terms and conditions of the Offer to Exchange dated May 10, 2001, as amended and supplemented on June 6, 2001, the memorandum from Joe Forgione, President of Eprise, dated May 10, 2001, and the Election Form previously completed and submitted by you to Eprise, each of which is incorporated herein by reference. The documents described herein reflect the entire agreement between you and Eprise with respect to this transaction. This Promise may only be amended by means of a writing signed by you and a duly authorized officer of Eprise. Signed as an agreement under seal. EPRISE CORPORATION By:________________________________ Date: June 11, 2001 EX-99.(A)(6) 3 b39624ecex99-a6.txt SUPPLEMENT TO OFFER TO EXCHANGE 1 EXHIBIT 99.(a)(6) --------------------------------------------------------------------- SUPPLEMENT TO OFFER TO EXCHANGE ALL OUTSTANDING OPTIONS FOR NEW OPTIONS (THE "OFFER SUPPLEMENT ") ----------------------------------------------------------------------- THIS OFFER SUPPLEMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS RELATING TO THE EPRISE CORPORATION 1997 STOCK OPTION PLAN June 6, 2001 ------------------------------------ 2 EPRISE CORPORATION SUPPLEMENT TO OFFER TO EXCHANGE ALL OUTSTANDING OPTIONS FOR NEW OPTIONS (THE "OFFER SUPPLEMENT ") THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON JUNE 8, 2001 UNLESS THE OFFER IS EXTENDED. The Eprise Corporation Offer to Exchange All Outstanding Option for New Options ("Offer to Exchange") dated May 10, 2001, is amended and supplemented as set forth below. The original terms and conditions of the Offer to Exchange remain in effect, as supplemented below. The item numbers listed below refer to the item numbers contained in the Offer to Exchange. SUMMARY TERM SHEET WHAT HAPPENS TO OPTIONS THAT YOU CHOOSE NOT TO TENDER OR THAT ARE NOT ACCEPTED FOR EXCHANGE? As we stated in the Offer to Exchange, options that you choose not to tender for exchange, or that we do not accept for exchange, remain outstanding in accordance with the terms of your current option grants until they expire by their terms. However, please refer to the supplemental information contained in item 14 below regarding possible tax consequences, even if you choose not to participate in the Offer. 10. INFORMATION CONCERNING EPRISE. The financial information included in our annual report on Form 10-K for the fiscal year ended December 31, 2000 and our quarterly report on Form 10-Q for the quarter ended March 31, 2001 is incorporated herein by reference. See item 17 below for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements. We have included a selected summary of our financial information in Appendix A. The selected historical consolidated statement of operations data for the years ended December 31, 1999 and 2000 and the selected historical balance sheet data as of December 31, 1999 and 2000 have been derived from the consolidated financial statements included in our annual report on Form 10-K filed on March 30, 2001, which were audited by Deloitte & Touche LLP, independent public accountants. The information contained herein should be read together with our consolidated financial statements and related notes. 11. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OPTIONS. All of the officers, other than Mr. Forgione and Mr. Radoff, listed on Schedule A of the Offer to Exchange are eligible to participate in the Offer. We do not currently know which, if any, of these officers intends to participate in the Offer. Any officer who chooses to participate must do so on the same terms and conditions as any other participant in the Offer. 1 3 14. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES. We note that there is a risk that any incentive stock options you have may be affected by the Offer, even if you do not elect to exchange your options. We believe that you will not be subject to current U.S. federal income tax if you do not participate in the option exchange program. We also believe that the option exchange program will not change the U.S. federal income tax treatment of subsequent grants and exercises of your incentive stock options (and sales of shares acquired upon exercise of such options) if you do not participate. However, the IRS may characterize the option exchange program as a "modification" of those incentive stock options, even if you decline to participate. In 1991, the IRS issued a private letter ruling in which another company's option exchange program was characterized as a "modification" of each incentive stock option eligible for exchange. This does not necessarily mean that our Offer will be viewed the same way. Private letter rulings issued by the IRS represent the IRS's opinion as to the specific facts presented by a specific person or company. The person or company receiving the letter may rely on it, but no other person or company may rely on the letter ruling or assume the same opinion would apply to their situation, even if the facts at issue are similar. However, such letters may indicate how the IRS will view a similar situation. Therefore, we do not know if the IRS will assert that the Offer constitutes a "modification" of all incentive stock options that are eligible to be tendered. If the IRS successfully asserts this position, the holding period for your options to qualify for favorable tax treatment could be extended. Accordingly, to the extent you sell your incentive stock option shares prior to the lapse of any extended holding period, your incentive stock option could be taxed as a nonqualified stock option. You should consult with your tax advisor about the likely tax effects of the Offer on your options, whether or not they are exchanged. 17. ADDITIONAL INFORMATION. This Offer Supplement is part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This Offer Supplement does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials which we have filed with the SEC before making a decision on whether to tender your options: 1. Eprise's annual report on Form 10-K for our fiscal year ended December 31, 2000, filed with the SEC on March 30, 2001; 2. Eprise's quarterly report on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 15, 2001; and 3. the description of our shares contained in our Registration Statement on Form 8-A, filed with the SEC on February 3, 2000 (file number 000-29319). These filings, our other annual, quarterly and current reports, our proxy statements and our other SEC filings may be examined, and copies may be obtained, at the following SEC public reference rooms: 450 Fifth Street, N.W. World Trade Center 500 West Madison Street Room 1024 Suite 1300 Suite 1400 Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661 You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public on the SEC's Internet site at http://www.sec.gov. 2 4 Our common stock is quoted on the Nasdaq National Market under the symbol "EPRS" and our SEC filings can be read at the following Nasdaq address: Nasdaq Operations 1735 K Street, N.W. Washington, D.C. 20006 Each person to whom a copy of this Offer to Exchange is delivered may obtain a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents) at no cost, by writing to us at Eprise Corporation, 200 Crossing Boulevard, Framingham, MA 01702, or telephoning us at (508) 661-5200. As you read the foregoing documents, you may find some inconsistencies in information from one document to another. If you find inconsistencies between the documents, or between a document and this Offer Supplement, you should rely on the statements made in the most recent document. The information contained in this Offer Supplement about Eprise should be read together with the information contained in the documents to which we have referred you. 18. MISCELLANEOUS. This Offer Supplement and our SEC reports referred to above include "forward-looking statements." When used in this Offer Supplement, the words "anticipate," "believe," "estimate," "expect," "intend" and "plan" as they relate to Eprise or our management are intended to identify these forward-looking statements. However, please note that the safe harbors under the Private Securities Litigation Reform Act (Section 27A of the Securities Act and 21E of the Securities Exchange Act) do not apply to statements made in connection with this Offer. EPRISE CORPORATION June 6, 2001 3 5 APPENDIX A SUMMARY FINANCIAL INFORMATION
Year Ended Three Months Ended December 31, March 31, -------------------- --------------------- 1999 2000 2000 2001 -------- -------- -------- -------- (in thousands, except per share data) Statement of Operations Data: Revenues: Software licenses....................... $ 2,355 $ 13,192 $ 2,230 $ 1,717 Services................................ 1,304 5,836 367 2,395 -------- -------- -------- -------- Total revenues........................ 3,659 19,028 2,597 4,112 Cost of revenues.......................... 1,125 7,699 922 3,330 -------- -------- -------- -------- Gross profit.............................. 2,534 11,329 1,675 782 Operating expenses: Research and development................ 2,360 5,769 939 2,246 Selling and marketing................... 5,056 20,412 3,854 5,348 General and administrative.............. 2,005 5,901 949 1,829 -------- -------- -------- -------- Total operating expenses.............. 9,421 32,082 5,742 9,423 -------- -------- -------- -------- Operating loss............................ (6,887) (20,753) (4,067) (8,641) Other income, net......................... 287 4,096 332 950 -------- -------- -------- -------- Loss before income taxes.................. (6,600) (16,657) (3,735) (7,691) Income taxes.............................. -- (47) -- (30) -------- --------- -------- -------- Net loss.................................. (6,600) (16,704) (3,735) (7,721) Accretion of redeemable convertible preferred stock......................... (21,630) (94) (94) -- -------- -------- -------- -------- Net loss to common shareholders........... $(28,230) $(16,798) $ (3,829) $ (7,721) ======== ======== ======== ======== Net loss per share........................ $ (11.42) $ (.83) $ (0.73) $ (0.31) ======== ======== ======== ======== Weighted average common shares outstanding 2,473 20,301 5,222 24,892 ======== ======== ======== ======== Pro forma net loss per share.............. $ (0.50) $ (0.70) $ (0.19) $ (0.31) ======== ======== ======== ======== Pro forma weighted average common shares outstanding............................. 13,274 23,920 20,075 24,892 ======== ======== ======== ========
As of December 31, As of March 31, 1999 2000 2001 --------- --------- -------- Balance Sheet Data: (in thousands) Cash and cash equivalents.................... $ 22,456 $ 68,631 $ 61,903 Working capital (deficit).................... 22,978 68,383 60,140 Total assets................................. 25,534 81,071 73,757 Long-term debt............................... 79 -- -- Redeemable convertible preferred stock....... 35,316 -- -- Total stockholders' equity (deficiency)...... (11,759) 72,900 65,091 Pro forma book value per share (0.89) 3.05 2.61
The information set forth on pages F-1 through F-15 of Eprise's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, and pages 2 through 7 of its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2001, each as filed with the Securities and Exchange Commission, is incorporated herein by reference and may be inspected and copies obtained as set forth in Item 17 above. -----END PRIVACY-ENHANCED MESSAGE-----