content: <PAGE>   1
           As filed with the Securities and Exchange Commission on August 29, 2000
  
                                                       REGISTRATION NO. 333-______
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                              ------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
                             --------------------------
  
                                 EPRISE CORPORATION
                                 ------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      DELAWARE
                                      --------
           (State or Other Jurisdiction of Incorporation or Organization)
  
                                     04-3179480
                                     ----------
                       (I.R.S. Employer Identification Number)
  
        1671 WORCESTER ROAD, FRAMINGHAM, MASSACHUSETTS, 01701 (508) 661-5200
        --------------------------------------------------------------------
            (Address, Including Zip Code, and Telephone Number, Including
               Area Code, of Registrant's Principal Executive Offices)
  
                                 EPRISE CORPORATION
                                 ------------------
                               1994 STOCK OPTION PLAN
                               ----------------------
  
                                 EPRISE CORPORATION
                                 ------------------
                     AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                     -------------------------------------------
  
                                 EPRISE CORPORATION
                                 ------------------
                          2000 EMPLOYEE STOCK PURCHASE PLAN
                          ---------------------------------
  
                                 EPRISE CORPORATION
                                 ------------------
                    2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                    --------------------------------------------
  
                              (Full title of the plan)
  
       MILTON A. ALPERN, 1671 WORCESTER ROAD, FRAMINGHAM, MASSACHUSETTS, 01701
       -----------------------------------------------------------------------
  
  <PAGE>   2
  
                                   (508) 661-5200
                                   --------------
       (Name and Address, Including Zip Code, and Telephone Number, Including
                          Area Code, of Agent for Service)
  
                                      Copy to:
  
         Andrea M. Teichman, Esq., Hill & Barlow, a Professional Corporation
                ONE INTERNATIONAL PLACE, BOSTON, MASSACHUSETTS 02110
                ----------------------------------------------------
  
  <PAGE>   3
                          Calculation of Registration Fee
                          -------------------------------
  
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------------------------------
                               TITLE OF                         PROPOSED MAXIMUM                                  AMOUNT OF
                           SECURITIES TO BE    AMOUNT TO BE      OFFERING PRICE        PROPOSED MAXIMUM        REGISTRATION FEE
       NAME OF PLAN           REGISTERED       REGISTERED(3)       PER UNIT        AGGREGATE OFFERING PRICE         (7)
  --------------------------------------------------------------------------------------------------------------------------------
  <S>                      <C>                 <C>              <C>                <C>                         <C>
  Eprise Corporation       Common Stock             12,744        $ 0.255(6)         $     3,249.72(6)             $     0.86
  Amended and Restated     ($.001 par value)
  1997 Stock Option Plan
  (1)
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   161,977        $ 0.306(6)         $    49,564.96(6)             $    13.09
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                    54,019        $ 0.459(6)         $    24,794.72(6)             $     6.55
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   204,871        $ 0.638(6)         $   130,707.70(6)             $    34.51
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   153,036        $ 3.927(6)         $   600,972.37(6)             $   158.66
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   304,182        $ 6.885(6)         $ 2,094,293.07(6)             $   552.89
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                    45,094        $ 9.180(6)         $   413,962.92(6)             $   109.29
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   167,254        $ 9.945(6)         $ 1,663,341.03(6)             $   439.12
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   199,928        $10.125(6)         $ 2,024,271.00(6)             $   534.41
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   123,596        $17.750(6)         $ 2,193,829.00(6)             $   579.17
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                 3,182,261        $16.906(4)         $53,799,304.47(4)             $14,203.02
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                 1,642,356(5)     $16.906(4)         $27,765,670.54(4)             $ 7,330.14
  
  --------------------------------------------------------------------------------------------------------------------------------
  Eprise Corporation       Common Stock          1,176,469        $14.370(8)         $16,905,859.53(8)             $ 4,463.15
  2000 Employee Stock      ($.001 par value)
  Purchase Plan (2)
  
  --------------------------------------------------------------------------------------------------------------------------------
  Eprise Corporation       Common Stock             47,058        $15.000(6)         $      705,870(6)             $   186.35
  2000 Non-Employee        ($.001 par value)
  Director Stock Option
  Plan
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   227,452        $16.906(4)         $ 3,845,303.51(4)             $ 1,015.16
  
  --------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  <PAGE>   4
  <TABLE>
  <CAPTION>
  
  <S>                      <C>                   <C>              <C>                <C>                          <C>
  
  --------------------------------------------------------------------------------------------------------------------------------
  Eprise Corporation       Common Stock             22,337        $ 0.255(6)         $      5,695.94(6)          $     1.50
  1994 Stock Option Plan   ($.001 par value)
  (9)
  
  --------------------------------------------------------------------------------------------------------------------------------
  TOTALS                                         7,724,634                           $112,226,690.47             $29,627.85
  --------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1)      This Registration Statement covers the maximum number of shares
           currently available under the Company's Amended and Restated 1997 Stock
           Option Plan (the "1997 Plan"), as well as an additional 2,745,098
           shares in the aggregate that may become available for purchase under
           the 1997 Plan on January 1 of 2001 and 2002 pursuant to an evergreen
           feature of the 1997 Plan that provides for an automatic increase in the
           available shares by an amount equal to the lesser of (i) 5% of the
           total number of shares of Common Stock that are issued and outstanding
           (including shares convertible into Common Stock, on an as-converted
           basis) or held in treasury as of the close of business on December 31
           of the preceding year or (ii) 1,372,549 shares. In addition, up to
           22,337 shares subject to options under the Company's 1994 Stock Option
           Plan (the "1994 Plan") which would have become available for subsequent
           option grants under the 1994 Plan upon expiration, termination,
           forfeiture or repurchase shall instead become available for grants
           under the 1997 Plan, thereby increasing the maximum number of Shares
           that may be made subject to options under the 1997 Plan.
  
  (2)      This Registration Statement covers the maximum number of shares
           currently available under the Company's 2000 Employee Stock Purchase
           Plan (the "Purchase Plan"), as well as an additional 588,234 shares in
           the aggregate that may become available for purchase under the Purchase
           Plan on January 1 of 2001 and 2002 pursuant to an evergreen feature of
           the Purchase Plan that provides for an automatic increase in the
           available shares by an amount equal to the lesser of (i) 1% of the
           total number of shares of Common Stock that are issued and outstanding
           (including shares convertible into Common Stock, on an as-converted
           basis) or held in treasury as of the close of business on December 31
           of the preceding year or (ii) 294,117 shares.
  
  (3)      Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the
           "Securities Act of 1933"), this Registration Statement also covers,
           with respect to each of the plans, such additional shares of Common
           Stock as may be issuable pursuant to adjustments for any
           recapitalization, stock split, stock dividend or similar change in the
           capitalization of the Company.
  
  (4)      Estimated solely for the purpose of computing the registration fee.
           These amounts were calculated pursuant to Rule 457(c) upon the basis of
           the average of the high and low prices of the registrant's Common Stock
           as reported in the consolidated reporting system of the Nasdaq National
           Market System on August 24, 2000.
  
  <PAGE>   5
  
  (5)      These shares are offered for resale and were originally issued under
           the 1994 Plan or the 1997 Plan.
  
  (6)      These amounts have been calculated pursuant to Rule 457(h)(1) based on
           the price at which the applicable options may be exercised.
  
  (7)      The registration fee has been calculated pursuant to Section 6(b) of
           the Securities Act of 1933 as follows: .0264% of the Proposed Maximum
           Aggregate Offering Price of the shares of Common Stock registered
           hereby.
  
  (8)      The Purchase Plan establishes a purchase price equal to 85% of the fair
           market value of the Company's common stock. Therefore, pursuant to Rule
           457(c), these amounts have been calculated based on 85% of the average
           of the high and low prices of the registrant's Common Stock as reported
           in the consolidated reporting system of the Nasdaq National Market
           System on August 24, 2000.
  
  (9)      The shares being registered hereby under the 1994 Plan which would have
           become available for subsequent option grants under the 1994 Plan upon
           expiration, termination, forfeiture or repurchase shall instead become
           available for grants under the 1997 Plan, thereby increasing the
           maximum number of Shares that may be made subject to options under the
           1997 Plan.
  
  
                                  EXPLANATORY NOTE
  
           Eprise Corporation (the "Company," "we," or "us") has prepared this
  registration statement in accordance with the requirements of Form S-8 under the
  Securities Act of 1933 to register shares of common stock issued or issuable
  pursuant to the Company's 1994 Stock Option Plan, the Company's Amended and
  Restated 1997 Stock Option Plan, the Company's 2000 Employee Stock Purchase
  Plan, and the Company's 2000 Non-Employee Director Stock Option Plan
  (collectively, the "Plans").
  
           This registration statement on Form S-8 also includes a prospectus
  prepared in accordance with Instruction C of Form S-8, in accordance with the
  requirements of Part I of Form S-3, and may be used for reofferings and resales
  on a continuous or delayed basis in the future of up to an aggregate of
  1,642,356 shares that constitute "control securities" and/or "restricted
  securities" which have been issued prior to the filing of this registration
  statement.
  
  
  <PAGE>   6
  
                                       PART I
                                       ------
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                ----------------------------------------------------
  
           The documents containing the information specified in Part I will be
  sent or given to employees or directors as specified by Rule 428(b)(1). Such
  documents are not being filed with the Securities and Exchange Commission (the
  "Commission") either as part of this Registration Statement or as prospectuses
  or prospectus supplements pursuant to Rule 424. Such documents and the documents
  incorporated by reference in this Registration Statement pursuant to Item 3 of
  Part II of Form S-8, taken together, constitute a prospectus that meets the
  requirements of Section 10(a) of the Securities Act of 1933.
  
  
  <PAGE>   7
  
                                 REOFFER PROSPECTUS
  
                                 EPRISE CORPORATION
  
                          1,642,356 SHARES OF COMMON STOCK
  
           This reoffer prospectus relates to 1,642,356 shares of common stock,
  $0.001 par value, (the "Shares") of Eprise Corporation (the "Company") which may
  be offered for resale from time to time by those of our current directors and
  officers (or their transferees) whom we collectively refer to in this reoffer
  prospectus as the "Selling Shareholders" and whom we have listed in the Selling
  Shareholders section of this prospectus. The Selling Shareholders acquired their
  Shares pursuant to the Company's 1994 Stock Option Plan and/or the Company's
  Amended and Restated 1997 Stock Option Plan, as the case may be. As of the
  filing of this reoffer prospectus, the Shares are "restricted securities" under
  the Securities Act of 1933.
  
           The resales may occur in transactions on the Nasdaq National Market at
  prevailing market prices, in block transactions with market makers, or in
  negotiated transactions. The Company is paying all expenses incurred in
  registering the Shares under this reoffer prospectus. The Selling Stockholders
  will pay all selling and other expenses, if any, associated with any resales of
  the Shares offered pursuant to this reoffer prospectus.
  
           The Company's common stock is currently traded on the Nasdaq National
  Market under the symbol "EPRS."
  
           PLEASE CONSIDER CAREFULLY "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
  REOFFER PROSPECTUS.
  
           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
  THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
  CONTRARY IS A CRIMINAL OFFENSE.
  
  
                                 Eprise Corporation
                                 1671 Worcester Road
                           Framingham, Massachusetts 01701
                                 Tel. (508) 661-5200
  
  
                       The date of this reoffer prospectus is
                                  August 29, 2000.
  
  <PAGE>   8
  
                                  TABLE OF CONTENTS
  
                                                                    Page No.
  
  Where You Can Find Additional Information About Eprise              2
  
  Incorporated Documents                                              3
  
  The Company                                                         4
  
  Risk Factors                                                        4
  
  Special Note Regarding Forward-Looking Statements                   12
  
  Use of Proceeds                                                     13
  
  Selling Stockholders                                                13
  
  Plan of Distribution                                                14
  
  Indemnification of Officers and Directors                           16
  
  Legal Matters                                                       16
  
  
  
               WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT EPRISE
  
           We are subject to the informational reporting requirements of the
  Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of
  1934") and file reports, proxy statements and other information with the
  Commission. These reports, proxy statements and other information can be
  inspected and copied at the Public Reference Room of the Commission, 450 Fifth
  Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
  500 West Madison Street, Suite 1400, Chicago, IL 60661-2511 and 7 World Trade
  Center, 13th Floor, New York, NY 10048, at prescribed rates. The Commission
  maintains a website that contains reports, proxy and information statements and
  other information regarding registrants, including the Company, that file
  electronically with the Commission. The address of this website is
  "http://www.sec.gov." In addition, you may obtain information from the Public
  Reference Room by calling the Commission at 1-800-SEC-0330. In addition, our
  common stock is quoted on the Nasdaq National Market System. Reports, proxy
  statements, informational statements and other information concerning the
  Company can be inspected at the offices of the National Association of
  Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
  
  
  
                                        -2-
  <PAGE>   9
  
  
           The Company intends to furnish its stockholders with annual reports
  containing additional financial statements and a report thereon by independent
  certified public accountants.
  
           You should only rely on the information incorporated by reference or
  provided in this prospectus or any supplement. We have not authorized anyone
  else to provide you with different information. The common stock is not being
  offered in any state where the offer is not permitted. You should not assume
  that the information in this prospectus or any supplement is accurate as of any
  date other than the date on the front of this prospectus.
  
                               INCORPORATED DOCUMENTS
  
           The Commission allows us to "incorporate by reference" information into
  this prospectus, which means that we may disclose important information to you
  by referring you to another document filed separately with the Commission. The
  information incorporated by reference is deemed to be part of this prospectus,
  except for any information superseded by information in this prospectus.
  
           The documents listed below are incorporated by reference herein: (a)
  the Registrant's prospectus filed with the Commission pursuant to Rule 424(b) of
  the Securities Act of 1933 on March 23, 2000, in connection with the
  Registrant's Registration Statement No. 333-94777 on Form S-1 filed with the
  Commission on January 14, 2000; (b) the Registrant's Quarterly Report on Form
  10-Q for the fiscal quarter ended March 31, 2000; (c) the Registrant's Quarterly
  Report on Form 10-Q for the fiscal quarter ended June 30, 2000; and (d) the
  Registrant's Registration Statement No. 000-29319 on Form 8-A filed with the
  Commission pursuant to Section 12 of the Securities and Exchange Act of 1934 on
  February 3, 2000, together with any and all amendments thereto, in which there
  is described the terms, rights and provisions applicable to the Registrant's
  outstanding capital stock.
  
           All reports and other documents filed by the Company after the date
  hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
  Exchange Act of 1934, prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold, or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of the
  filing of such report or document.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this prospectus to the extent that a statement contained herein
  or in any other subsequently filed document which also is incorporated or deemed
  to be incorporated by reference herein modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this prospectus.
  
  
  
                                        -3-
  <PAGE>   10
  
           The Company will provide without charge to each person to whom a copy
  of this prospectus has been delivered, on the written or oral request of any
  such person, copies of any and all documents incorporated herein by reference
  (in each case without exhibits, unless the exhibits are specifically
  incorporated by reference into those documents or into this reoffer prospectus)
  Request for such documents, or additional information regarding any of the plans
  and their administration, should be directed to Milton A. Alpern, Vice
  President, Finance, Eprise Corporation, 1671 Worcester Road, Framingham, MA
  01701. The Company's telephone number is (508) 661-5200. The Company's web site
  is at www.eprise.com.
  
                                     THE COMPANY
  
           We provide software products and services that enable businesses to
  maintain, update, expand and otherwise manage the information contained on their
  Web sites.
  
           Our executive offices are located at 1671 Worcester Road, Framingham,
  MA 01701. Our telephone number is (508) 661-5200 and our Web site is at
  www.eprise.com.
  
                                    RISK FACTORS
  
           This offering involves a high degree of risk. You should carefully
  consider the risks described below and the other information in this prospectus
  before deciding to invest in the shares of common stock. If one or more of the
  following risks actually occurs, our business, results of operations and
  financial condition could be materially adversely affected.
  
  
                            RISKS RELATED TO OUR BUSINESS
  
  WE HAVE A HISTORY OF LOSSES, AND MAY NOT BE ABLE TO ACHIEVE OR SUSTAIN
  PROFITABILITY.
  
           We incurred net losses of $7.7 million for the six months ended June
  30, 2000 and $6.6 million for the year ended December 31, 1999. As of June 30,
  2000, we had an accumulated deficit of $43.9 million. We have not yet achieved
  profitability and we expect to incur net losses for the foreseeable future. To
  date, we have funded our operations from the sale of equity securities and have
  not generated cash from operations. We expect to continue to incur significant
  research and development, selling and marketing, and general and administrative
  expenses and, as a result, we will need to generate significant revenues to
  achieve and maintain profitability. Although our revenues have grown
  significantly in recent quarters, we cannot be certain that we can sustain these
  growth rates or that we will achieve sufficient revenues for profitability. If
  we do achieve profitability, we cannot be certain that we can sustain or
  increase profitability on a quarterly or annual basis in the future. See
  "Management's Discussion and Analysis of Financial Condition and Results of
  Operations," and the financial statements and notes to those statements found
  
  
  
                                        -4-
  <PAGE>   11
  in the Company's latest quarterly report on Form 10-Q, which is incorporated
  herein by reference.
  
  OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT.
  
           Eprise was founded in 1992 as a provider of online interactive games.
  We made the transition to our current business in 1997 and, as a result, have a
  limited operating history. We are still in the early stages of our development,
  which makes the evaluation of our business operations and our prospects
  difficult. We shipped our first commercial Web content management software
  product in February 1998. Since that time, we have derived substantially all of
  our revenues from licensing our Eprise Participant Server product and related
  services. As a result of our limited operating history, we cannot forecast
  operating expenses based on our historical results. Our ability to forecast
  accurately our quarterly revenue is limited because our software products have a
  long sales cycle, making it difficult to predict the quarter in which sales
  revenue will be recognized. We would expect our business, operating results and
  financial condition to be materially adversely affected if our revenues do not
  meet our projections, and that net losses in a given quarter could be even
  greater than expected.
  
  OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND YOU SHOULD NOT
  RELY ON THEM TO PREDICT OUR FUTURE PERFORMANCE.
  
           Our revenues and operating results are likely to vary significantly
  from quarter to quarter. A number of factors are likely to cause these
  variations, including:
  
  -    demand for our products and services;
  
  -    the timing of sales of our products and services;
  
  -    the timing of customer orders and product implementation;
  
  -    unexpected delays in introducing new products and services;
  
  -    increased expenses, whether related to selling and marketing, research and
       development or general and administrative;
  
  -    changes in the rapidly evolving market for Web content management
       solutions;
  
  -    the mix of product license and service revenue; and
  
  -    the timing and size of sales derived through our strategic partners.
  
           Accordingly, we believe that quarter-to-quarter comparisons of our
  operating results are not necessarily meaningful. You should not rely on the
  results of one quarter as an indication of our future performance.
  
           We plan to increase our operating expenditures to expand our sales and
  marketing operations, develop new distribution channels, fund greater levels of
  research and development, broaden professional services and support and improve
  operational and financial systems. If our revenues do not increase along with
  these expenses, our business, operating results or financial condition could be
  materially adversely affected and net losses in a given quarter could be greater
  
  
                                        -5-
  <PAGE>   12
  
  than expected. Although we have limited historical financial data, we believe
  that our quarterly operating results may experience seasonal fluctuations due to
  clients' fiscal year budgeting cycles and purchasing patterns.
  
  ONLY A LIMITED NUMBER OF CUSTOMERS HAVE LICENSED OUR PRODUCT, AND OUR WEB
  CONTENT MANAGEMENT SOLUTION MAY NEVER ACHIEVE BROAD MARKET ACCEPTANCE.
  
           We first introduced Eprise Participant Server in February 1998 and
  delivered a second major release in April 1999. To date, only a limited number
  of customers have licensed Eprise Participant Server, and an even smaller number
  are operating Web sites using the most recent version. Therefore, we have not
  demonstrated broad market acceptance of Eprise Participant Server. If our
  product does not gain broad market acceptance, or if it fails to meet customer
  expectations, our business would be harmed.
  
  A LARGE PORTION OF OUR REVENUES ARE CURRENTLY DERIVED FROM A LIMITED NUMBER OF
  CUSTOMERS.
  
           Although we believe that our customer concentration will decrease as we
  continue to build our client base, we expect that a small number of customers
  will continue to account for a substantial portion of revenues in the near term.
  As a result, our inability to secure major customers during a given period or
  the loss of existing customers could have a material adverse effect on our
  business, financial condition or results of operations. Our largest customer in
  1998, American Express, accounted for 58% of our revenues for the year ended
  December 31, 1998. Two of our customers accounted for an aggregate of 23% of our
  revenues for the year ended December 31, 1999. There were no customers who
  individually accounted for greater than 10% of our revenues for the three-month
  and six-month periods ended June 30, 2000.
  
  IF WE DO NOT SUCCESSFULLY EXPAND OUR DIRECT SALES AND SERVICES ORGANIZATIONS, WE
  MAY NOT BE ABLE TO INCREASE OUR SALES OR SUPPORT OUR CUSTOMERS.
  
           In the fiscal year ended December 31, 1999, we licensed substantially
  all of our products through our direct sales organization. As of June 30, 2000,
  we had 25 direct sales representatives. Our future success depends on
  substantially increasing the size and scope of our direct sales force, both
  domestically and internationally. There is intense competition for personnel,
  and we cannot guarantee that we will be able to attract, assimilate or retain
  additional qualified sales personnel on a timely basis. Moreover, we believe
  that as our sales increase, and given the large-scale deployment required by our
  customers, we will need to hire and retain a number of highly trained customer
  service and support personnel. As of June 30, 2000, our customer service and
  support organization included 30 individuals. We cannot guarantee that we will
  be able to increase the size of our customer service and support organization on
  a timely basis to provide the high quality of support required by our customers.
  Failure to add additional sales and customer service representatives would have
  a material adverse effect on our business, operating results and financial
  condition.
  
                                        -6-
  <PAGE>   13
  
  IF WE DO NOT SUCCESSFULLY MAINTAIN AND EXPAND OUR RELATIONSHIPS WITH INDIRECT
  SALES CHANNELS, OUR SALES COULD DECLINE OR GROW MORE SLOWLY THAN EXPECTED.
  
         To offer products and services to a larger customer base, our direct
  sales force must establish and expand relationships with alliance partners,
  including systems integrators, consulting firms, Web developers and application
  service providers who build customer solutions based on Eprise Participant
  Server. We must also build relationships, which we refer to as original
  equipment manufacturer or OEM relationships, with companies offering
  complementary products that can package our software along with their products.
  We are currently investing, and we intend to continue to invest, significant
  resources to develop these relationships. If our efforts are unsuccessful, our
  sales growth would be adversely affected. We cannot guarantee that we will be
  able to market our products effectively through our established partners.
  Further, these third parties are under no obligation to recommend or support our
  products. These companies could recommend or give higher priority to the
  products of other companies or to their own products. A significant shift by
  these companies toward favoring competing products could negatively affect our
  license and service revenues. We cannot guarantee that we will be able to
  attract additional distribution partners for desired distribution arrangements.
  The loss of distribution partners or failure to establish new relationships
  could materially adversely affect our business, operating results and financial
  condition.
  
  WE NEED TO MANAGE OUR GROWTH EFFECTIVELY TO REMAIN COMPETITIVE AND CONTINUE TO
  EXPAND OUR OPERATIONS.
  
         We have expanded our operations rapidly since inception. We intend to
  expand in the foreseeable future to pursue existing and potential opportunities.
  This rapid growth places a significant demand on management, administrative and
  operations resources. Our ability to compete effectively and to manage our
  anticipated future growth requires us to continue to improve our financial and
  management controls, reporting systems and procedures on a timely basis. We
  recently hired a significant number of employees, and must continue to add
  personnel to maintain our ability to grow in the future. We cannot guarantee
  that we will be able to do so successfully. Failure to manage our growth
  effectively could have a material adverse effect upon our business, operating
  results and financial condition.
  
  WE MUST HIRE AND RETAIN SKILLED PERSONNEL IN A TIGHT LABOR MARKET.
  
         Qualified personnel are in great demand throughout the computer software,
  hardware and networking industries. The demand for qualified personnel is
  particularly acute in the New England area because of the large number of
  software and other high technology companies and the low unemployment rate in
  the region. Our success depends in large part upon our ability to attract,
  train, motivate and retain highly-skilled employees, particularly sales and
  marketing personnel, software engineers, and technical support personnel. We
  have had difficulty hiring these highly-skilled employees in the past. If we are
  unable to attract and retain the highly-skilled technical personnel that are
  integral to our sales, marketing, product development and customer support
  
  
  
                                        -7-
  <PAGE>   14
  teams, the rate at which we can generate sales and develop new products or
  product enhancements may be limited. This inability could have a material
  adverse effect on our business, operating results and financial condition.
  
  COMPETITION COULD REDUCE OUR REVENUES AND MARKET SHARE, AND PREVENT US FROM
  EXPANDING IN THE FUTURE.
  
           The market for Web content management software and services is rapidly
  evolving and highly competitive and there are a number of products that compete
  directly with our software solutions. Our clients' requirements and the
  technology available to satisfy those requirements continually change. Some of
  our current and potential competitors have significantly greater financial,
  marketing, technical and other competitive resources than we do. This may enable
  them to adapt more quickly to new or emerging technologies and changes in
  customer requirements, or to devote greater resources to the development,
  promotion and sale of their products. In addition, other companies could develop
  new products or incorporate additional functionality into their existing
  products that could directly compete with our products. Barriers to entering the
  software market are relatively low. Furthermore, cooperative relationships among
  our competitors could increase their ability to address the Web site content
  management needs of our prospective customers, and they could rapidly acquire
  significant market share. We cannot guarantee that we will compete successfully
  against existing or new competitors. Further, competitive pressures may require
  us to lower the prices of our software and services. Failure to compete
  successfully would have a material adverse effect on our business, operating
  results and financial condition.
  
  IF WE ARE UNABLE TO ENHANCE AND EXPAND OUR PRODUCT LINE TO MEET THE RAPID
  CHANGES IN THE MARKET FOR WEB CONTENT MANAGEMENT TECHNOLOGY, OUR BUSINESS WILL
  BE UNABLE TO GROW.
  
           To succeed, we will need to enhance our current Eprise Participant
  Server product and develop new products on a timely basis to keep pace with
  developments related to Internet technology and to satisfy the increasingly
  sophisticated requirements of our customers. The market for our products is
  marked by rapid technological change, frequent new product introductions and
  Internet-related technology enhancements, uncertain product life cycles, changes
  in client demands and evolving industry standards. We cannot be certain that we
  will successfully develop and market new products or new product enhancements
  compliant with present or emerging Internet technology standards. New products
  based on new technologies or new industry standards can rapidly render existing
  products obsolete and unmarketable. Internet commerce technology is complex and
  new products and product enhancements can require long development and testing
  periods. Any delays in developing, testing and releasing enhanced or new
  products could harm our business. New products or upgrades may not be released
  according to schedule or may contain defects when released. Either situation
  could result in adverse publicity, loss of sales, delay in market acceptance of
  our products or customer claims against us, any of which could harm our
  business. If we do not develop, license or acquire new software products, or
  deliver enhancements to existing products on a timely and cost-effective basis,
  our business will be harmed.
  
  
  
                                        -8-
  <PAGE>   15
  
  WE HAVE RELIED ON AND EXPECT TO CONTINUE TO RELY ON SALES OF OUR EPRISE
  PARTICIPANT SERVER LINE FOR OUR REVENUES.
  
           Since 1998, we have derived substantially all of our revenues from
  licenses of, and services related to, Eprise Participant Server. We expect that
  revenues from this product will continue to account for a significant portion of
  our revenues for the foreseeable future. A decline in the price of Eprise
  Participant Server or our inability to increase license sales of Eprise
  Participant Server would seriously harm our business and operating results. In
  addition, our future financial performance will depend upon the successful
  development, introduction and customer acceptance of enhanced versions of Eprise
  Participant Server and future products. Failure to deliver the enhancements or
  products that customers want could have a material adverse effect on our
  business, operating results and financial condition.
  
  OUR LENGTHY SALES CYCLES REQUIRE EXPENDITURE OF RESOURCES THAT WILL NOT
  NECESSARILY RESULT IN A SALE.
  
           We typically experience long sales cycles. These sales cycles generally
  vary by customer from three to six months. Because the licensing of our products
  generally involves a significant capital expenditure by the customer, our sales
  process is subject to lengthy approval processes and delays. We often devote
  significant time and resources to a prospective customer, including costs
  associated with multiple site visits, product demonstrations and feasibility
  studies, without any assurance that the prospective customer will decide to
  license our products.
  
  YEAR 2000 PROBLEMS MAY CAUSE PRODUCT ERRORS OR FAILURES THAT COULD DIVERT
  PERSONNEL AND FINANCIAL RESOURCES.
  
           We have designed Eprise Participant Server and its add-on modules to be
  Year 2000 compliant and have not been advised of any Year 2000 issues related to
  those products. One prototype product (a precursor of Eprise Participant
  Server), which was licensed to one customer and may currently be in use, may not
  be Year 2000 compliant and may need to be upgraded or its use discontinued. We
  have not been advised of any Year 2000 problems by this customer to date.
  Further, although we have not been made aware of any Year 2000 problem relating
  to the hardware and software used by our customers in connection with our
  products to date, these problems may exist. Should any of these problems
  develop, they may have a material adverse effect on our business, operating
  results and financial condition.
  
           In addition, we utilize software, computer technology and other
  services internally developed and provided by third party vendors that may have
  Year 2000 issues. Although we have not experienced any of these problems to
  date, the failure of our internal computing systems or of systems provided by
  third party vendors to be Year 2000 compliant could materially adversely affect
  our business.
  
  
  
  
                                        -9-
  <PAGE>   16
  IF OUR PRODUCTS FAIL TO REMAIN COMPATIBLE WITH MAJOR COMMERCIAL OPERATING
  PLATFORMS, OUR SALES WOULD DECREASE.
  
           Our products currently operate on the Microsoft Windows NT and Sun
  Solaris operating systems. In addition, our products are required to
  interoperate with Web servers, browsers and database servers. We must,
  therefore, continually modify and enhance our products to keep pace with changes
  in these operating systems and servers. If our products are not compatible with
  new operating systems, Web servers, browsers or database servers that achieve
  sufficient market penetration, our business will be harmed. In addition,
  uncertainties related to the timing and nature of new product announcements, or
  introductions or modifications by vendors of operating systems or browsers,
  could also harm our business.
  
  POTENTIAL DEFECTS IN OUR PRODUCTS COULD CAUSE SALES TO DECREASE AND COULD
  SUBJECT US TO FUTURE WARRANTY CLAIMS.
  
           Our products are complex and might contain undetected software errors
  or failures when new versions are released. We cannot guarantee that, despite
  testing by us and by current and prospective customers, we will not find errors
  in existing products, new products or product enhancements after commercial
  release. These errors may result in loss or delay of market acceptance, which
  could have a material adverse effect upon our business, operating results and
  financial condition.
  
  IF WE LOSE ANY KEY PERSONNEL, OR FAIL TO ATTRACT AND RETAIN ADDITIONAL
  PERSONNEL, WE MAY BE UNABLE TO CONTINUE EXPANDING OUR BUSINESS AND PRODUCT LINE.
  
           The loss of the services of one or more of our key personnel could have
  a material adverse effect on our business, operating results and financial
  condition. We do not maintain key person life insurance on any executive
  officers other than our Chief Executive Officer and Chief Technology Officer. We
  cannot guarantee that we will be able to retain our key personnel. Our future
  success also depends on our continuing ability to attract, assimilate and retain
  highly qualified sales, technical and managerial personnel. Competition for
  these individuals is intense, and there can be no assurance that we can attract,
  assimilate or retain them in the future.
  
  WE HAVE A LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND
  OTHERS COULD INFRINGE ON OR MISAPPROPRIATE OUR PROPRIETARY RIGHTS AND
  INFORMATION.
  
           Our software is proprietary and is protected by trade secret, copyright
  and trademark laws, license agreements, confidentiality agreements with
  employees and nondisclosure and other contractual requirements imposed on our
  customers, consulting partners and others. We cannot guarantee that these
  protections will adequately protect our proprietary rights or that our
  competitors will not independently develop products that are substantially
  equivalent or superior to our products. In addition, the laws of countries in
  which our products may be licensed in the future may not protect our products
  and intellectual property rights to the same extent as the laws of the United
  States. Although we believe that our products, trademarks and other proprietary
  rights do not infringe upon the proprietary rights of third parties, we cannot
  guarantee that third parties will not assert infringement claims against us.
  
  
  
                                        -10-
  <PAGE>   17
  The cost of pursuing, enforcing or defending infringement claims can be
  substantial and can also require significant management attention.
  
                       RISKS RELATED TO THE INTERNET INDUSTRY
  
  IF THE USE OF THE INTERNET DOES NOT EXPAND, THE DEMAND FOR OUR PRODUCTS MAY
  STAGNATE OR DECLINE.
  
           Our future success depends heavily on the Internet being accepted and
  widely used. If Internet use does not continue to grow or grows more slowly than
  expected, our business, operating results and financial condition would be
  materially adversely affected. Consumers and businesses may reject the Internet
  as a viable communications medium for a number of reasons, including potentially
  inadequate network infrastructure, security concerns, slow development of
  enabling technologies or insufficient commercial support. The Internet
  infrastructure may not be able to support the demands placed on it by increased
  Internet usage and bandwidth requirements. In addition, delays in the
  development or adoption of new standards and protocols required to handle an
  increased level of Internet activity or increased government regulation could
  cause the Internet to lose its viability as a commercial medium. Even if the
  required infrastructure, standards, protocols or complementary products,
  services or facilities are developed, we may incur substantial expenses adapting
  our solutions to changing or emerging technologies.
  
  WE CANNOT BE SURE THAT A SUSTAINABLE MARKET FOR OUR PRODUCTS WILL DEVELOP.
  
  The market for Web content management software and services is new and rapidly
  evolving, and the size and potential growth of this new market and the direction
  of its development are uncertain. We have licensed our products to a small
  number of customers. We expect that we will continue to need intensive marketing
  and sales efforts to educate prospective clients about the uses and benefits of
  our products and services. Enterprises that have invested substantial resources
  in other methods of conducting business over the Internet may be reluctant to
  adopt a new approach that may replace, limit or compete with their existing
  systems. Any of these factors could inhibit the growth and market acceptance of
  our products and services. Accordingly, we cannot be certain that a viable
  market for our products will emerge, or if it does emerge, that it will be
  sustainable.
  
  IF THE INTERNET OR E-COMMERCE BECOMES SUBJECT TO GOVERNMENTAL REGULATION OR
  OTHER FUTURE LAWS, USE OF AND DEMAND FOR OUR PRODUCTS COULD DECLINE.
  
           We are not currently required to comply with direct regulation by any
  domestic or foreign governmental agency, other than regulations applicable to
  businesses generally and any laws or regulations directly applicable to the
  Internet. However, due to the increasing popularity of the Internet, it is
  possible that laws may be adopted regarding the Internet, any of which could
  
  
  
  
                                        -11-
  <PAGE>   18
  
  materially harm our business. For example, because our products can be used for
  the solicitation of personal data from individual consumers, our business could
  be limited by laws regulating the solicitation, collection or processing of this
  data. The Telecommunications Act of 1996 prohibits the transmission of some
  types of information and content over the Internet. Legislation imposing
  potential liability for information collected or disseminated through our
  products could adversely affect our business. In addition, the increased
  attention focused upon liability issues as a result of the Telecommunications
  Act could limit the growth of Internet commerce, which could decrease demand for
  our products.
  
           Export regulations, either in their current form or as may be
  subsequently enacted, may limit our ability to distribute our software outside
  the United States. The unlawful export of our software could also harm our
  business. Although we take precautions against unlawful export of our software,
  the global nature of the Internet makes if difficult to effectively control the
  distribution of software.
  
           Furthermore, the growth and development of the Internet may lead to
  more stringent consumer protection laws that may impose additional burdens on
  companies conducting business online. The adoption of any additional laws may
  decrease Internet use or impede the growth of Internet use, which may lead to a
  decrease in the demand for our products and services or an increase in the cost
  of doing business. Further, the imposition of new sales or other taxes could
  limit the growth of Internet commerce generally and, as a result, the demand for
  our products. Although recent federal legislation limits the imposition of state
  and local taxes on Internet-related sales, there is a possibility that Congress
  may not renew this legislation, in which case state and local governments would
  be free to impose taxes on goods and services purchased on the Internet.
  
  
                  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
           Some of the statements under "Risk Factors," and elsewhere in this
  prospectus constitute forward-looking statements. These statements are
  identified by terminology such as "may," "will," "could," "should," "expects,"
  "plans," "intends," "seeks," "anticipates," "believes," "estimates,"
  "potential," or "continue" or the negative of such terms or other comparable
  terminology. These statements are only predictions. You should not place undue
  reliance on these forward-looking statements. Actual events or results may
  differ materially. In evaluating these statements, you should specifically
  consider various important factors, including the risks outlined under Risk
  Factors above. These factors may cause our actual results to differ materially
  from any forward-looking statements.
  
           Although we believe that the expectations reflected in the
  forward-looking statements are reasonable, we cannot guarantee future results,
  levels of activity, performance or achievements. We are under no duty to update
  any of the forward-looking statements after the date of this prospectus to
  conform such statement to actual results.
  
  
  
                                        -12-
  <PAGE>   19
  
                                   USE OF PROCEEDS
  
           We will not receive any of the proceeds from the sales by the Selling
  Stockholders of the Shares.
  
                                SELLING STOCKHOLDERS
  
           This reoffer prospectus covers the reoffer and resale of shares of
  common stock acquired by the Selling Stockholders pursuant to our "employee
  benefit plans" as that term is defined in Rule 405 of Regulation C under the
  Securities Act of 1933. The Selling Stockholders are present officers or
  directors of the Company or their transferees. The Selling Stockholders may
  resell pursuant to this prospectus up to all of the shares of common stock
  registered hereby in one or more transactions from time to time as described
  below under "Plan of Distribution." However, the Selling Stockholders are not
  obligated to sell any of the shares of common stock offered by this prospectus.
  The following table sets forth the Selling Stockholders and the amounts of
  securities available to be resold, whether or not these persons have a present
  intention to resell such securities.
  
  <TABLE>
  <CAPTION>
                                                                                                            PERCENTAGE OF COMMON
                                                                                                                 STOCK TO BE
                                  NUMBER OF SHARES                                    NUMBER OF SHARES TO BE  BENEFICIALLY OWNED
                                  COVERED BY THIS           TOTAL NUMBER OF SHARES  BENEFICIALLY OWNED AFTER   AFTER COMPLETION OF
  STOCKHOLDER                       PROSPECTUS                BENEFICIALLY OWNED     COMPLETION OF OFFERING        OFFERING
  -------------------------------------------------------------------------------------------------------------------------------
  <S>                       <C>                       <C>                       <C>                      <C>
  Alpern, Milton                      137,254                   137,254 (1)                      0                    -
  Barnes, Henry                       137,254                   137,254 (2)                      0                    -
  de Castro, Edson                     58,823                    92,130 (3)                 33,307                    -
  Feldman, Thomas                      38,725                   154,901 (4)                116,176                    -
  Fiorentino, Joseph                  329,411                   333,332 (5)                  3,921                    -
  Forgione, Joseph                    576,667                   874,399 (6)                297,732                    -
  Hanover, Alain                       39,215                   190,675 (7)                151,460                    -
  Kadela, Maria-Elena, as Trustee
    of Angela Forgione
    1999 Irrevocable Trust                980                       980                          0                    -
  Kadela, Maria-Elena, as Trustee
    of Joseph A. Forgione
    1999 Irrevocable Trust             19,607                    19,607                          0                    -
  Kadela, Maria-Elena, as Trustee
    of Michael A. Forgione
    1999 Irrevocable Trust              1,960                     1,960                          0                    -
  Radoff, Jonathan                    196,078                 2,085,653 (8)              1,889,575                  7.5%
  Strong, Robert                      105,882                   188,234 (9)                 82,352                    -
  Certain Non-Affiliates (10)             500                       500                          0                    -
                                    ---------                 ---------                  ---------
  TOTAL COMMON STOCK                1,642,356                 4,216,879                  2,574,523
  
  </TABLE>
  
  (1)      Includes (i) 12,254 shares pledged to the Company pursuant to a stock
           pledge agreement dated October 29, 1999 as collateral for a promissory
           note held by the Company of the same date in the amount of $1,087; and
           (ii) 125,000 shares pledged to the Company pursuant to a stock pledge
           agreement dated January 3, 2000 as collateral for a promissory note
           held by the Company of the same date in the amount of $49,375.
  
  
  
                                        -13-
  <PAGE>   20
  
  (2)      Includes (i) 44,117 shares pledged to the Company pursuant to a stock
           pledge agreement dated January 3, 2000 as collateral for a promissory
           note held by the Company of the same date in the amount of $10,629; and
           (ii) 93,137 shares pledged to the Company pursuant to a stock pledge
           agreement dated March 17, 2000 as collateral for a promissory note held
           by the Company of the same date in the amount of $40,500.
  
  (3)      Includes 7,843 shares issuable within 60 days upon exercise of
           outstanding options.
  
  (4)      Includes (i) 38,725 shares pledged to the Company pursuant to a stock
           pledge agreement dated January 3, 2000 as collateral for a promissory
           note held by the Company of the same date in the amount of $149,758;
           and (ii) 116,176 shares issuable within 60 days upon exercise of
           outstanding options.
  
  (5)      Includes (i) 329,411 shares pledged to the Company pursuant to a stock
           pledge agreement dated January 3, 2000 as collateral for a promissory
           note held by the Company of the same date in the amount of $164,810;
           and (ii) 3,921 shares issuable within 60 days pursuant to outstanding
           options.
  
  (6)      Includes (i) 275,184 shares issuable within 60 days upon exercise of
           outstanding stock options; (ii) 22,547 shares held by Maria-Elena
           Kadala, Mr. Forgione's spouse, as trustee under three trusts, the
           beneficiaries of which are Michael A. Forgione, Angela Forgione and
           Joseph A. Forgione; ; and (iii) 314,332 shares pledged to the Company
           pursuant to a stock pledge agreement dated January 3, 2000 as
           collateral for a promissory note held by the Company of the same date
           in the amount of $77,915.
  
  (7)      Includes 7,843 shares issuable within 60 days upon exercise of
           outstanding options.
  
  (8)      Includes (i) 930,653 shares held by Mr. Radoff's spouse, Angela Bull,
           as to which Mr. Radoff disclaims beneficial ownership; and (ii) 196,078
           shares pledged to the Company pursuant to a stock pledge agreement
           dated January 3, 20000 as collateral for a promissory note held by the
           Company of the same date in the amount of $53,264.
  
  (9)      Includes (i) 35,294 shares pledged to the Company pursuant to a stock
           pledge agreement dated January 3, 2000 as collateral for a promissory
           note held by the Company of the same date in the amount of $9,194, and
           (ii) 82,352 shares issuable within 60 days upon exercise of outstanding
           options.
  
  (10)     The Company is registering for resale under this prospectus, in the
           case of the non-affiliates in this category, fewer than 1,000 shares.
           Pursuant to General Instruction C.3(b) to Form S-8, the Company is not
           required to list these individuals by name.
  
                                PLAN OF DISTRIBUTION
  
           As used herein, the term "Selling Shareholder" includes donees and
  pledgees selling shares received from a named Selling Shareholder after the date
  of this prospectus.
  
  
  
                                        -14-
  <PAGE>   21
  
           Each Selling Stockholder may sell his or her shares of common stock for
  value from time to time under this prospectus in one or more transactions on the
  Nasdaq National Market, in negotiated transactions, through put or call options
  transactions relating to the Shares, through short sales of Shares, or in a
  combination of such methods of sale, at market prices prevailing at the time of
  sale, at prices related to such prevailing market prices or at prices otherwise
  negotiated. Selling Stockholders also may resell all or a portion of the Shares
  in open market transactions in reliance upon Rule 144 under the Securities Act,
  provided they meet the criteria and conform to the requirements of such Rule.
  The Selling Stockholders may effect such transactions by selling the shares of
  common stock directly to purchasers or to or through broker-dealers, and such
  broker-dealers may receive compensation in the form of underwriting discounts,
  concessions or commissions from the Selling Stockholders and/or the purchasers
  of the shares of common stock for whom such broker-dealers may act as agent
  (which compensation may be less than or in excess of customary commissions).
  
           Each Selling Stockholder and any broker-dealer that participates in the
  distribution of the shares of common stock may be deemed to be an "underwriter"
  within the meaning of Section 2(11) of the Securities Act of 1933, and any
  commissions received by them and any profit on the resale of the shares sold by
  them may be deemed to be underwriting discounts and commissions under the
  Securities Act of 1933. All selling and other expenses incurred by the Selling
  Stockholders will be borne by the Selling Stockholders. We will pay all other
  expenses in connection with this offering.
  
           Because Selling Stockholders may be deemed to be "underwriters" within
  the meaning of Section 2(11) of the Securities Act of 1933, the Selling
  Stockholders will be subject to the prospectus delivery requirements of the
  Securities Act of 1933.
  
           Notwithstanding any of the foregoing, the amount of securities to be
  reoffered or resold by means of this prospectus, by each Selling Stockholder,
  may not exceed, during any three-month period, the amount specified in Rule
  144(e). There is no assurance that the Selling Stockholders will sell all or any
  portion of the shares of common stock offered hereby.
  
           Upon the Company being notified by a Selling Stockholder that any
  material arrangement has been entered into with a broker-dealer for the sale of
  Shares through a block trade, special offering, exchange distribution or
  secondary distribution or a purchase by a broker or dealer, a supplement to this
  prospectus will be filed, if required, pursuant to Rule 424(b) under the
  Securities Act of 1933, disclosing (i) the name of each such Selling Stockholder
  and of the participating broker-dealer(s), (ii) the number of shares involved,
  (iii) the price at which such shares were sold, (iv) the commissions paid or
  discounts or concessions allowed to such broker-dealer(s), where applicable, (v)
  that such broker-dealer(s) did not conduct any investigation to verify the
  information set out or incorporated by reference in this prospectus and (vi)
  
  
  
                                        -15-
  <PAGE>   22
  other facts material to the transaction. In addition, upon the Company being
  notified by a Selling Stockholder that a donee or pledgee intends to sell more
  than 500 shares, a supplement to this prospectus will be filed.
  
                      INDEMNIFICATION OF OFFICERS AND DIRECTORS
  
           As permitted by the Delaware General Corporation Law, as amended (the
  "DGCL"), the Company's Amended and Restated Certificate of Incorporation
  provides that the Company's directors shall not be liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director to
  the fullest extent permitted by the DGCL as it now exists or as it may be
  amended. As of the date of this prospectus, the DGCL permits limitations on
  liability for a director's breach of fiduciary duty other than liability (i) for
  any breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation law, (iii) under Section 174 of the DGCL, or
  (iv) for any transaction from which the director derived an improper personal
  benefit. In addition, the Company's bylaws provide that the Company shall
  indemnify all directors, officers, employees and agents of the Company for acts
  performed on behalf of the Company in such capacity to the fullest extent
  permitted by law.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers or persons controlling the
  registrant pursuant to the foregoing provisions, the registrant has been
  informed that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is
  therefore unenforceable.
  
  
                                    LEGAL MATTERS
  
           The validity of the shares of common stock offered hereby will be
  passed upon for the Company by Hill & Barlow, a Professional Corporation. A
  purchase trust, the beneficiaries of which are members of Hill & Barlow, owns
  6,365 shares of the Company's common stock.
  
  
  
  
                                        -16-
  <PAGE>   23
  
                                       PART II
                                       -------
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                 --------------------------------------------------
  
           Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
                    ---------------------------------------
  
            The documents listed below are incorporated by reference herein:
  
            a)   the Registrant's prospectus filed with the Commission pursuant to
                 Rule 424(b) of the Securities Act of 1933 on March 23, 2000, in
                 connection with the Registration Statement No. 333-94777 on Form
                 S-1 filed with the Commission on January 14, 2000;
  
            b)   the Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 31, 2000;
  
            c)   the Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended June 30, 2000; and
  
            d)   the Registrant's Registration Statement No. 000-29319 on Form 8-A
                 filed with the Commission pursuant to Section 12 of the
                 Securities Exchange Act of 1934 on February 3, 2000, together
                 with any and all amendments thereto in which there is described
                 the terms, rights and provisions applicable to the Registrant's
                 outstanding capital stock.
  
  
            All reports and other documents filed by the Company after the date
  hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
  Exchange Act of 1934, prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold, or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of the
  filing of such report or document.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this prospectus to the extent that a statement contained herein
  or in any other subsequently filed document which also is incorporated or deemed
  to be incorporated by reference herein modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this prospectus.
  
           Item 4.  DESCRIPTION OF SECURITIES.
                    -------------------------
  
           Not applicable.
  
  
  
  
                                        II-1
  <PAGE>   24
           Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                    --------------------------------------
  
           Certain legal matters relating to the shares of Common Stock, $.001 par
  value, of the Company to be registered hereby have been passed upon for the
  Company by Hill & Barlow, a Professional Corporation, One International Place,
  Boston, Massachusetts 02110. A purchase trust, the beneficiaries of which are
  members of Hill & Barlow, owns 6,365 shares of the Company's Common Stock.
  
           Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                    -----------------------------------------
  
           As permitted by the Delaware General Corporation Law, as amended (the
  "DGCL"), the Company's Amended and Restated Certificate of Incorporation
  provides that the Company's directors shall not be liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director to
  the fullest extent permitted by the DGCL as it now exists or as it may be
  amended. As of the date of this Registration Statement, the DGCL permits
  limitations on liability for a director's breach of fiduciary duty other than
  liability (i) for any breach of the director's duty of loyalty to the Company or
  its stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation law, (iii) under Section 174 of
  the DGCL, or (iv) for any transaction from which the director derived an
  improper personal benefit. In addition, the Company's bylaws provide that the
  Company shall indemnify all directors, officers, employees and agents of the
  Company for acts performed on behalf of the Company in such capacity to the
  fullest extent permitted by law.
  
           Item 7.  EXEMPTION FROM REGISTRATION.
                    ---------------------------
  
           The shares to be offered and sold under the reoffer prospectus were
  initially issued by the Company in transactions deemed exempt from registration
  under the Securities Act of 1933 in reliance on either (1) Rule 701 promulgated
  under the Securities Act of 1933 as offers and sales of securities pursuant to
  an employee benefit plan or contract relating to compensation, or (2) Section
  4(2) of the Securities Act of 1933 as transactions by an issuer not involving
  any public offering. The shares were issued for bona fide services rendered to
  the Company, which services did not involve the sale or offer of securities in a
  capital raising transaction, and did not involve, directly or indirectly, the
  promotion of or maintenance of a market for the Company's securities.
  
  
  
                                        II-2
  <PAGE>   25
  
  
           Item 8.   EXHIBITS.
                     --------
  
           The following exhibits are, as indicated, either filed herewith or have
  heretofore been filed with the Commission and are incorporated herein by
  reference.
  
  <TABLE>
  <CAPTION>
  EXHIBIT        TITLE                             METHOD OF FILING
  -------        -----                             ----------------
  <S>            <C>                               <C>
  4              Instrument Defining Rights of     Incorporated herein by reference to Registrant's Registration
                 Stockholders                      Statement No. 000-29319 on Form 8-A filed with the Commission
                                                   pursuant to Section 12 of the Securities and Exchange Act of 1934
                                                   on February 3, 2000, together with any and all amendments thereto.
  
  5              Opinion of Hill & Barlow, a       Filed herewith.
                 Professional Corporation,
                 regarding the legality of the
                 common stock to be offered
                 hereunder
  
  23.1           Consent of Independent Auditors   Filed herewith.
                 (Deloitte & Touche LLP)
  
  23.2           Consent of Independent Auditors   Filed herewith.
                 (Arthur Andersen LLP)
  
  23.3           Consent of Hill & Barlow, a       Reference is made to the opinion filed as Exhibit 5 to this
                 Professional Corporation          Registration Statement.
  
  24             Power of Attorney                 Reference is made to Page II-7 of this Registration Statement.
  
  99.1           Eprise Corporation Amended and    Incorporated herein by reference to Exhibit 10.5 to Amendment No.
                 Restated 1997 Stock Option Plan   1 to Registrant's Registration Statement No. 333-94777 on Form
                                                   S-1 filed with the Commission on March 3, 2000.
  
  99.2           Eprise Corporation 2000           Incorporated herein by reference to Exhibit 10.10 to Amendment
                 Employee Stock Purchase Plan      No. 1 to Registrant's Registration Statement No. 333-94777 on
                                                   Form S-1 filed with the Commission on March 3, 2000.
  
  99.3           Eprise Corporation 2000           Incorporated herein by reference to Exhibit 10.7 to Amendment No.
                 Non-Employee Director             1 to Registrant's Registration Statement No. 333-94777 on Form
                 Stock Option Plan                 S-1 filed with the Commission on March 3, 2000.
  </TABLE>
  
  
                                        II-3
  <PAGE>   26
  
  <TABLE>
  <CAPTION>
  EXHIBIT        TITLE                             METHOD OF FILING
  -------        -----                             ----------------
  <S>            <C>                               <C>
  
  99.4           Eprise Corporation 1994 Stock     Incorporated herein by reference to Exhibit 10.6 to Registrant's
                 Option Plan                       Registration Statement No. 333-94777 on Form S-1 filed with the
                                                   Commission on January 14, 2000.
  
  </TABLE>
  
           Item 9.  UNDERTAKINGS.
                    ------------
  
           A.       The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement:
  
                       (i) To include any prospectus required by Section 10(a)(3)
  of the Securities Act of 1933;
  
                       (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the registration statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  registration statement;
  
                       (iii) To include any material information with respect to
  the plan of distribution not previously disclosed in the registration statement
  or any material change to such information in the registration statement;
  
           provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are
  incorporated by reference in the registration statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
  
  
                                        II-4
  <PAGE>   27
  
           B. The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities and Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
  
  
                                        II-5
  <PAGE>   28
  
                                     SIGNATURES
                                     ----------
  
           Pursuant to the requirements of the Securities Act of 1933, 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 Town of Framingham, Commonwealth of Massachusetts, on August
  29, 2000.
  
  
                                         EPRISE CORPORATION
                                         (Registrant)
  
  
  
                                         By: /s/ Milton A. Alpern
                                             -----------------------------
                                             Milton A. Alpern
                                             Vice President, Finance
                                             and Chief Financial Officer
  
  
  
  
                                        II-6
  <PAGE>   29
  
  
                                  POWER OF ATTORNEY
                                  -----------------
  
           Each person whose signature appears below constitutes and appoints, and
  each them singly, his or her lawful attorneys with full power to them and each
  of them singly to sign for him or her in his or her name in the capacity
  indicated below this Registration Statement on Form S-8 (and any and all
  amendments hereto), hereby ratifying and confirming his or her signature as it
  may be signed by his or her said attorneys to this Registration Statement (and
  any and all amendments hereto).
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
         SIGNATURE                      TITLE                            DATE
         ---------                      -----                            ----
  
  <S>                        <C>                                   <C>
  /s/ Joseph A. Forgione
  ------------------------   President, Chief Executive Officer    August 29, 2000
  Joseph A. Forgione         and Director (principal executive
                             officer)
  
  /s/ Milton A. Alpern
  ------------------------   Vice President, Finance and Chief     August 29, 2000
  Milton A. Alpern           Financial Officer (principal
                             financial officer and principal
                             accounting officer)
  
  
  /s/ Edson D. de Castro     Chairman of the Board                 August 29, 2000
  ------------------------
  Edson D. de Castro
  
  
                             Director
  ------------------------
  Deborah M. Besemer
  
  
  /s/ Robert C. Fleming      Director                              August 29, 2000
  ------------------------
  Robert C. Fleming
  </TABLE>
  
  
  
                                        II-7
  <PAGE>   30
  
  <TABLE>
  <CAPTION>
  <S>                            <C>                                   <C>
  /s/ Alain J. Hanover           Director                              August 29, 2000
  ---------------------------
  Alain J. Hanover
  
  
  /s/ Nicholas A. Papantonis     Director                              August 29, 2000
  ---------------------------
  Nicholas A. Papantonis
  
  
  /s/ Jonathan B. Radoff         Director                              August 29, 2000
  ---------------------------
  Jonathan B. Radoff
  
  
  /s/ Joseph Tischler            Director                              August 29, 2000
  ---------------------------
  Joseph Tischler
  </TABLE>
  
  
                                        II-8
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "EPRISE CORPORATION", "secsgml_size_bytes": 79571}]
metadata_filer: {"company-data": {"conformed-name": "EPRISE CORP", "cik": "0001098937", "assigned-sic": "7370", "irs-number": "043179480", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44750", "film-number": "712881"}, "business-address": {"street1": "1671 WORCESTER ROAD", "street2": "FOURTH FLOOR", "city": "FRAMINGHAM", "state": "MA", "zip": "01701", "phone": "5088720200"}, "mail-address": {"street1": "1671 WORCESTER ROAD", "city": "FRAMINGHAM", "state": "MA", "zip": "01701"}}
text: 1
           As filed with the Securities and Exchange Commission on August 29, 2000
  
                                                       REGISTRATION NO. 333-______
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                              ------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
                             --------------------------
  
                                 EPRISE CORPORATION
                                 ------------------
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      DELAWARE
                                      --------
           (State or Other Jurisdiction of Incorporation or Organization)
  
                                     04-3179480
                                     ----------
                       (I.R.S. Employer Identification Number)
  
        1671 WORCESTER ROAD, FRAMINGHAM, MASSACHUSETTS, 01701 (508) 661-5200
        --------------------------------------------------------------------
            (Address, Including Zip Code, and Telephone Number, Including
               Area Code, of Registrant's Principal Executive Offices)
  
                                 EPRISE CORPORATION
                                 ------------------
                               1994 STOCK OPTION PLAN
                               ----------------------
  
                                 EPRISE CORPORATION
                                 ------------------
                     AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                     -------------------------------------------
  
                                 EPRISE CORPORATION
                                 ------------------
                          2000 EMPLOYEE STOCK PURCHASE PLAN
                          ---------------------------------
  
                                 EPRISE CORPORATION
                                 ------------------
                    2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                    --------------------------------------------
  
                              (Full title of the plan)
  
       MILTON A. ALPERN, 1671 WORCESTER ROAD, FRAMINGHAM, MASSACHUSETTS, 01701
       -----------------------------------------------------------------------
  2
  
                                   (508) 661-5200
                                   --------------
       (Name and Address, Including Zip Code, and Telephone Number, Including
                          Area Code, of Agent for Service)
  
                                      Copy to:
  
         Andrea M. Teichman, Esq., Hill & Barlow, a Professional Corporation
                ONE INTERNATIONAL PLACE, BOSTON, MASSACHUSETTS 02110
                ----------------------------------------------------
  3
                          Calculation of Registration Fee
                          -------------------------------
  -------------------------------------------------------------------------------------------------------------------------------
                               TITLE OF                         PROPOSED MAXIMUM                                  AMOUNT OF
                           SECURITIES TO BE    AMOUNT TO BE      OFFERING PRICE        PROPOSED MAXIMUM        REGISTRATION FEE
       NAME OF PLAN           REGISTERED       REGISTERED(3)       PER UNIT        AGGREGATE OFFERING PRICE         (7)
  --------------------------------------------------------------------------------------------------------------------------------
  Eprise Corporation       Common Stock             12,744        $ 0.255(6)         $     3,249.72(6)             $     0.86
  Amended and Restated     ($.001 par value)
  1997 Stock Option Plan
  (1)
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   161,977        $ 0.306(6)         $    49,564.96(6)             $    13.09
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                    54,019        $ 0.459(6)         $    24,794.72(6)             $     6.55
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   204,871        $ 0.638(6)         $   130,707.70(6)             $    34.51
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   153,036        $ 3.927(6)         $   600,972.37(6)             $   158.66
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   304,182        $ 6.885(6)         $ 2,094,293.07(6)             $   552.89
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                    45,094        $ 9.180(6)         $   413,962.92(6)             $   109.29
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   167,254        $ 9.945(6)         $ 1,663,341.03(6)             $   439.12
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   199,928        $10.125(6)         $ 2,024,271.00(6)             $   534.41
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   123,596        $17.750(6)         $ 2,193,829.00(6)             $   579.17
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                 3,182,261        $16.906(4)         $53,799,304.47(4)             $14,203.02
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                 1,642,356(5)     $16.906(4)         $27,765,670.54(4)             $ 7,330.14
  
  --------------------------------------------------------------------------------------------------------------------------------
  Eprise Corporation       Common Stock          1,176,469        $14.370(8)         $16,905,859.53(8)             $ 4,463.15
  2000 Employee Stock      ($.001 par value)
  Purchase Plan (2)
  
  --------------------------------------------------------------------------------------------------------------------------------
  Eprise Corporation       Common Stock             47,058        $15.000(6)         $      705,870(6)             $   186.35
  2000 Non-Employee        ($.001 par value)
  Director Stock Option
  Plan
  
  --------------------------------------------------------------------------------------------------------------------------------
                                                   227,452        $16.906(4)         $ 3,845,303.51(4)             $ 1,015.16
  
  --------------------------------------------------------------------------------------------------------------------------------
  4
  --------------------------------------------------------------------------------------------------------------------------------
  Eprise Corporation       Common Stock             22,337        $ 0.255(6)         $      5,695.94(6)          $     1.50
  1994 Stock Option Plan   ($.001 par value)
  (9)
  
  --------------------------------------------------------------------------------------------------------------------------------
  TOTALS                                         7,724,634                           $112,226,690.47             $29,627.85
  --------------------------------------------------------------------------------------------------------------------------------
  (1)      This Registration Statement covers the maximum number of shares
           currently available under the Company's Amended and Restated 1997 Stock
           Option Plan (the "1997 Plan"), as well as an additional 2,745,098
           shares in the aggregate that may become available for purchase under
           the 1997 Plan on January 1 of 2001 and 2002 pursuant to an evergreen
           feature of the 1997 Plan that provides for an automatic increase in the
           available shares by an amount equal to the lesser of (i) 5% of the
           total number of shares of Common Stock that are issued and outstanding
           (including shares convertible into Common Stock, on an as-converted
           basis) or held in treasury as of the close of business on December 31
           of the preceding year or (ii) 1,372,549 shares. In addition, up to
           22,337 shares subject to options under the Company's 1994 Stock Option
           Plan (the "1994 Plan") which would have become available for subsequent
           option grants under the 1994 Plan upon expiration, termination,
           forfeiture or repurchase shall instead become available for grants
           under the 1997 Plan, thereby increasing the maximum number of Shares
           that may be made subject to options under the 1997 Plan.
  
  (2)      This Registration Statement covers the maximum number of shares
           currently available under the Company's 2000 Employee Stock Purchase
           Plan (the "Purchase Plan"), as well as an additional 588,234 shares in
           the aggregate that may become available for purchase under the Purchase
           Plan on January 1 of 2001 and 2002 pursuant to an evergreen feature of
           the Purchase Plan that provides for an automatic increase in the
           available shares by an amount equal to the lesser of (i) 1% of the
           total number of shares of Common Stock that are issued and outstanding
           (including shares convertible into Common Stock, on an as-converted
           basis) or held in treasury as of the close of business on December 31
           of the preceding year or (ii) 294,117 shares.
  
  (3)      Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the
           "Securities Act of 1933"), this Registration Statement also covers,
           with respect to each of the plans, such additional shares of Common
           Stock as may be issuable pursuant to adjustments for any
           recapitalization, stock split, stock dividend or similar change in the
           capitalization of the Company.
  
  (4)      Estimated solely for the purpose of computing the registration fee.
           These amounts were calculated pursuant to Rule 457(c) upon the basis of
           the average of the high and low prices of the registrant's Common Stock
           as reported in the consolidated reporting system of the Nasdaq National
           Market System on August 24, 2000.
  5
  
  (5)      These shares are offered for resale and were originally issued under
           the 1994 Plan or the 1997 Plan.
  
  (6)      These amounts have been calculated pursuant to Rule 457(h)(1) based on
           the price at which the applicable options may be exercised.
  
  (7)      The registration fee has been calculated pursuant to Section 6(b) of
           the Securities Act of 1933 as follows: .0264% of the Proposed Maximum
           Aggregate Offering Price of the shares of Common Stock registered
           hereby.
  
  (8)      The Purchase Plan establishes a purchase price equal to 85% of the fair
           market value of the Company's common stock. Therefore, pursuant to Rule
           457(c), these amounts have been calculated based on 85% of the average
           of the high and low prices of the registrant's Common Stock as reported
           in the consolidated reporting system of the Nasdaq National Market
           System on August 24, 2000.
  
  (9)      The shares being registered hereby under the 1994 Plan which would have
           become available for subsequent option grants under the 1994 Plan upon
           expiration, termination, forfeiture or repurchase shall instead become
           available for grants under the 1997 Plan, thereby increasing the
           maximum number of Shares that may be made subject to options under the
           1997 Plan.
  
                                  EXPLANATORY NOTE
  
           Eprise Corporation (the "Company," "we," or "us") has prepared this
  registration statement in accordance with the requirements of Form S-8 under the
  Securities Act of 1933 to register shares of common stock issued or issuable
  pursuant to the Company's 1994 Stock Option Plan, the Company's Amended and
  Restated 1997 Stock Option Plan, the Company's 2000 Employee Stock Purchase
  Plan, and the Company's 2000 Non-Employee Director Stock Option Plan
  (collectively, the "Plans").
  
           This registration statement on Form S-8 also includes a prospectus
  prepared in accordance with Instruction C of Form S-8, in accordance with the
  requirements of Part I of Form S-3, and may be used for reofferings and resales
  on a continuous or delayed basis in the future of up to an aggregate of
  1,642,356 shares that constitute "control securities" and/or "restricted
  securities" which have been issued prior to the filing of this registration
  statement.
  6
  
                                       PART I
                                       ------
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                ----------------------------------------------------
  
           The documents containing the information specified in Part I will be
  sent or given to employees or directors as specified by Rule 428(b)(1). Such
  documents are not being filed with the Securities and Exchange Commission (the
  "Commission") either as part of this Registration Statement or as prospectuses
  or prospectus supplements pursuant to Rule 424. Such documents and the documents
  incorporated by reference in this Registration Statement pursuant to Item 3 of
  Part II of Form S-8, taken together, constitute a prospectus that meets the
  requirements of Section 10(a) of the Securities Act of 1933.
  7
  
                                 REOFFER PROSPECTUS
  
                                 EPRISE CORPORATION
  
                          1,642,356 SHARES OF COMMON STOCK
  
           This reoffer prospectus relates to 1,642,356 shares of common stock,
  $0.001 par value, (the "Shares") of Eprise Corporation (the "Company") which may
  be offered for resale from time to time by those of our current directors and
  officers (or their transferees) whom we collectively refer to in this reoffer
  prospectus as the "Selling Shareholders" and whom we have listed in the Selling
  Shareholders section of this prospectus. The Selling Shareholders acquired their
  Shares pursuant to the Company's 1994 Stock Option Plan and/or the Company's
  Amended and Restated 1997 Stock Option Plan, as the case may be. As of the
  filing of this reoffer prospectus, the Shares are "restricted securities" under
  the Securities Act of 1933.
  
           The resales may occur in transactions on the Nasdaq National Market at
  prevailing market prices, in block transactions with market makers, or in
  negotiated transactions. The Company is paying all expenses incurred in
  registering the Shares under this reoffer prospectus. The Selling Stockholders
  will pay all selling and other expenses, if any, associated with any resales of
  the Shares offered pursuant to this reoffer prospectus.
  
           The Company's common stock is currently traded on the Nasdaq National
  Market under the symbol "EPRS."
  
           PLEASE CONSIDER CAREFULLY "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
  REOFFER PROSPECTUS.
  
           NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
  THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
  CONTRARY IS A CRIMINAL OFFENSE.
  
                                 Eprise Corporation
                                 1671 Worcester Road
                           Framingham, Massachusetts 01701
                                 Tel. (508) 661-5200
  
                       The date of this reoffer prospectus is
                                  August 29, 2000.
  8
  
                                  TABLE OF CONTENTS
  
                                                                    Page No.
  
  Where You Can Find Additional Information About Eprise              2
  
  Incorporated Documents                                              3
  
  The Company                                                         4
  
  Risk Factors                                                        4
  
  Special Note Regarding Forward-Looking Statements                   12
  
  Use of Proceeds                                                     13
  
  Selling Stockholders                                                13
  
  Plan of Distribution                                                14
  
  Indemnification of Officers and Directors                           16
  
  Legal Matters                                                       16
  
               WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT EPRISE
  
           We are subject to the informational reporting requirements of the
  Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of
  1934") and file reports, proxy statements and other information with the
  Commission. These reports, proxy statements and other information can be
  inspected and copied at the Public Reference Room of the Commission, 450 Fifth
  Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
  500 West Madison Street, Suite 1400, Chicago, IL 60661-2511 and 7 World Trade
  Center, 13th Floor, New York, NY 10048, at prescribed rates. The Commission
  maintains a website that contains reports, proxy and information statements and
  other information regarding registrants, including the Company, that file
  electronically with the Commission. The address of this website is
  "http://www.sec.gov." In addition, you may obtain information from the Public
  Reference Room by calling the Commission at 1-800-SEC-0330. In addition, our
  common stock is quoted on the Nasdaq National Market System. Reports, proxy
  statements, informational statements and other information concerning the
  Company can be inspected at the offices of the National Association of
  Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
  
                                        -2-
  9
  
           The Company intends to furnish its stockholders with annual reports
  containing additional financial statements and a report thereon by independent
  certified public accountants.
  
           You should only rely on the information incorporated by reference or
  provided in this prospectus or any supplement. We have not authorized anyone
  else to provide you with different information. The common stock is not being
  offered in any state where the offer is not permitted. You should not assume
  that the information in this prospectus or any supplement is accurate as of any
  date other than the date on the front of this prospectus.
  
                               INCORPORATED DOCUMENTS
  
           The Commission allows us to "incorporate by reference" information into
  this prospectus, which means that we may disclose important information to you
  by referring you to another document filed separately with the Commission. The
  information incorporated by reference is deemed to be part of this prospectus,
  except for any information superseded by information in this prospectus.
  
           The documents listed below are incorporated by reference herein: (a)
  the Registrant's prospectus filed with the Commission pursuant to Rule 424(b) of
  the Securities Act of 1933 on March 23, 2000, in connection with the
  Registrant's Registration Statement No. 333-94777 on Form S-1 filed with the
  Commission on January 14, 2000; (b) the Registrant's Quarterly Report on Form
  10-Q for the fiscal quarter ended March 31, 2000; (c) the Registrant's Quarterly
  Report on Form 10-Q for the fiscal quarter ended June 30, 2000; and (d) the
  Registrant's Registration Statement No. 000-29319 on Form 8-A filed with the
  Commission pursuant to Section 12 of the Securities and Exchange Act of 1934 on
  February 3, 2000, together with any and all amendments thereto, in which there
  is described the terms, rights and provisions applicable to the Registrant's
  outstanding capital stock.
  
           All reports and other documents filed by the Company after the date
  hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
  Exchange Act of 1934, prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold, or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of the
  filing of such report or document.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this prospectus to the extent that a statement contained herein
  or in any other subsequently filed document which also is incorporated or deemed
  to be incorporated by reference herein modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this prospectus.
  
                                        -3-
  10
  
           The Company will provide without charge to each person to whom a copy
  of this prospectus has been delivered, on the written or oral request of any
  such person, copies of any and all documents incorporated herein by reference
  (in each case without exhibits, unless the exhibits are specifically
  incorporated by reference into those documents or into this reoffer prospectus)
  Request for such documents, or additional information regarding any of the plans
  and their administration, should be directed to Milton A. Alpern, Vice
  President, Finance, Eprise Corporation, 1671 Worcester Road, Framingham, MA
  01701. The Company's telephone number is (508) 661-5200. The Company's web site
  is at www.eprise.com.
  
                                     THE COMPANY
  
           We provide software products and services that enable businesses to
  maintain, update, expand and otherwise manage the information contained on their
  Web sites.
  
           Our executive offices are located at 1671 Worcester Road, Framingham,
  MA 01701. Our telephone number is (508) 661-5200 and our Web site is at
  www.eprise.com.
  
                                    RISK FACTORS
  
           This offering involves a high degree of risk. You should carefully
  consider the risks described below and the other information in this prospectus
  before deciding to invest in the shares of common stock. If one or more of the
  following risks actually occurs, our business, results of operations and
  financial condition could be materially adversely affected.
  
                            RISKS RELATED TO OUR BUSINESS
  
  WE HAVE A HISTORY OF LOSSES, AND MAY NOT BE ABLE TO ACHIEVE OR SUSTAIN
  PROFITABILITY.
  
           We incurred net losses of $7.7 million for the six months ended June
  30, 2000 and $6.6 million for the year ended December 31, 1999. As of June 30,
  2000, we had an accumulated deficit of $43.9 million. We have not yet achieved
  profitability and we expect to incur net losses for the foreseeable future. To
  date, we have funded our operations from the sale of equity securities and have
  not generated cash from operations. We expect to continue to incur significant
  research and development, selling and marketing, and general and administrative
  expenses and, as a result, we will need to generate significant revenues to
  achieve and maintain profitability. Although our revenues have grown
  significantly in recent quarters, we cannot be certain that we can sustain these
  growth rates or that we will achieve sufficient revenues for profitability. If
  we do achieve profitability, we cannot be certain that we can sustain or
  increase profitability on a quarterly or annual basis in the future. See
  "Management's Discussion and Analysis of Financial Condition and Results of
  Operations," and the financial statements and notes to those statements found
  
                                        -4-
  11
  in the Company's latest quarterly report on Form 10-Q, which is incorporated
  herein by reference.
  
  OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT.
  
           Eprise was founded in 1992 as a provider of online interactive games.
  We made the transition to our current business in 1997 and, as a result, have a
  limited operating history. We are still in the early stages of our development,
  which makes the evaluation of our business operations and our prospects
  difficult. We shipped our first commercial Web content management software
  product in February 1998. Since that time, we have derived substantially all of
  our revenues from licensing our Eprise Participant Server product and related
  services. As a result of our limited operating history, we cannot forecast
  operating expenses based on our historical results. Our ability to forecast
  accurately our quarterly revenue is limited because our software products have a
  long sales cycle, making it difficult to predict the quarter in which sales
  revenue will be recognized. We would expect our business, operating results and
  financial condition to be materially adversely affected if our revenues do not
  meet our projections, and that net losses in a given quarter could be even
  greater than expected.
  
  OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND YOU SHOULD NOT
  RELY ON THEM TO PREDICT OUR FUTURE PERFORMANCE.
  
           Our revenues and operating results are likely to vary significantly
  from quarter to quarter. A number of factors are likely to cause these
  variations, including:
  
  -    demand for our products and services;
  
  -    the timing of sales of our products and services;
  
  -    the timing of customer orders and product implementation;
  
  -    unexpected delays in introducing new products and services;
  
  -    increased expenses, whether related to selling and marketing, research and
       development or general and administrative;
  
  -    changes in the rapidly evolving market for Web content management
       solutions;
  
  -    the mix of product license and service revenue; and
  
  -    the timing and size of sales derived through our strategic partners.
  
           Accordingly, we believe that quarter-to-quarter comparisons of our
  operating results are not necessarily meaningful. You should not rely on the
  results of one quarter as an indication of our future performance.
  
           We plan to increase our operating expenditures to expand our sales and
  marketing operations, develop new distribution channels, fund greater levels of
  research and development, broaden professional services and support and improve
  operational and financial systems. If our revenues do not increase along with
  these expenses, our business, operating results or financial condition could be
  materially adversely affected and net losses in a given quarter could be greater
  
                                        -5-
  12
  
  than expected. Although we have limited historical financial data, we believe
  that our quarterly operating results may experience seasonal fluctuations due to
  clients' fiscal year budgeting cycles and purchasing patterns.
  
  ONLY A LIMITED NUMBER OF CUSTOMERS HAVE LICENSED OUR PRODUCT, AND OUR WEB
  CONTENT MANAGEMENT SOLUTION MAY NEVER ACHIEVE BROAD MARKET ACCEPTANCE.
  
           We first introduced Eprise Participant Server in February 1998 and
  delivered a second major release in April 1999. To date, only a limited number
  of customers have licensed Eprise Participant Server, and an even smaller number
  are operating Web sites using the most recent version. Therefore, we have not
  demonstrated broad market acceptance of Eprise Participant Server. If our
  product does not gain broad market acceptance, or if it fails to meet customer
  expectations, our business would be harmed.
  
  A LARGE PORTION OF OUR REVENUES ARE CURRENTLY DERIVED FROM A LIMITED NUMBER OF
  CUSTOMERS.
  
           Although we believe that our customer concentration will decrease as we
  continue to build our client base, we expect that a small number of customers
  will continue to account for a substantial portion of revenues in the near term.
  As a result, our inability to secure major customers during a given period or
  the loss of existing customers could have a material adverse effect on our
  business, financial condition or results of operations. Our largest customer in
  1998, American Express, accounted for 58% of our revenues for the year ended
  December 31, 1998. Two of our customers accounted for an aggregate of 23% of our
  revenues for the year ended December 31, 1999. There were no customers who
  individually accounted for greater than 10% of our revenues for the three-month
  and six-month periods ended June 30, 2000.
  
  IF WE DO NOT SUCCESSFULLY EXPAND OUR DIRECT SALES AND SERVICES ORGANIZATIONS, WE
  MAY NOT BE ABLE TO INCREASE OUR SALES OR SUPPORT OUR CUSTOMERS.
  
           In the fiscal year ended December 31, 1999, we licensed substantially
  all of our products through our direct sales organization. As of June 30, 2000,
  we had 25 direct sales representatives. Our future success depends on
  substantially increasing the size and scope of our direct sales force, both
  domestically and internationally. There is intense competition for personnel,
  and we cannot guarantee that we will be able to attract, assimilate or retain
  additional qualified sales personnel on a timely basis. Moreover, we believe
  that as our sales increase, and given the large-scale deployment required by our
  customers, we will need to hire and retain a number of highly trained customer
  service and support personnel. As of June 30, 2000, our customer service and
  support organization included 30 individuals. We cannot guarantee that we will
  be able to increase the size of our customer service and support organization on
  a timely basis to provide the high quality of support required by our customers.
  Failure to add additional sales and customer service representatives would have
  a material adverse effect on our business, operating results and financial
  condition.
  
                                        -6-
  13
  
  IF WE DO NOT SUCCESSFULLY MAINTAIN AND EXPAND OUR RELATIONSHIPS WITH INDIRECT
  SALES CHANNELS, OUR SALES COULD DECLINE OR GROW MORE SLOWLY THAN EXPECTED.
  
         To offer products and services to a larger customer base, our direct
  sales force must establish and expand relationships with alliance partners,
  including systems integrators, consulting firms, Web developers and application
  service providers who build customer solutions based on Eprise Participant
  Server. We must also build relationships, which we refer to as original
  equipment manufacturer or OEM relationships, with companies offering
  complementary products that can package our software along with their products.
  We are currently investing, and we intend to continue to invest, significant
  resources to develop these relationships. If our efforts are unsuccessful, our
  sales growth would be adversely affected. We cannot guarantee that we will be
  able to market our products effectively through our established partners.
  Further, these third parties are under no obligation to recommend or support our
  products. These companies could recommend or give higher priority to the
  products of other companies or to their own products. A significant shift by
  these companies toward favoring competing products could negatively affect our
  license and service revenues. We cannot guarantee that we will be able to
  attract additional distribution partners for desired distribution arrangements.
  The loss of distribution partners or failure to establish new relationships
  could materially adversely affect our business, operating results and financial
  condition.
  
  WE NEED TO MANAGE OUR GROWTH EFFECTIVELY TO REMAIN COMPETITIVE AND CONTINUE TO
  EXPAND OUR OPERATIONS.
  
         We have expanded our operations rapidly since inception. We intend to
  expand in the foreseeable future to pursue existing and potential opportunities.
  This rapid growth places a significant demand on management, administrative and
  operations resources. Our ability to compete effectively and to manage our
  anticipated future growth requires us to continue to improve our financial and
  management controls, reporting systems and procedures on a timely basis. We
  recently hired a significant number of employees, and must continue to add
  personnel to maintain our ability to grow in the future. We cannot guarantee
  that we will be able to do so successfully. Failure to manage our growth
  effectively could have a material adverse effect upon our business, operating
  results and financial condition.
  
  WE MUST HIRE AND RETAIN SKILLED PERSONNEL IN A TIGHT LABOR MARKET.
  
         Qualified personnel are in great demand throughout the computer software,
  hardware and networking industries. The demand for qualified personnel is
  particularly acute in the New England area because of the large number of
  software and other high technology companies and the low unemployment rate in
  the region. Our success depends in large part upon our ability to attract,
  train, motivate and retain highly-skilled employees, particularly sales and
  marketing personnel, software engineers, and technical support personnel. We
  have had difficulty hiring these highly-skilled employees in the past. If we are
  unable to attract and retain the highly-skilled technical personnel that are
  integral to our sales, marketing, product development and customer support
  
                                        -7-
  14
  teams, the rate at which we can generate sales and develop new products or
  product enhancements may be limited. This inability could have a material
  adverse effect on our business, operating results and financial condition.
  
  COMPETITION COULD REDUCE OUR REVENUES AND MARKET SHARE, AND PREVENT US FROM
  EXPANDING IN THE FUTURE.
  
           The market for Web content management software and services is rapidly
  evolving and highly competitive and there are a number of products that compete
  directly with our software solutions. Our clients' requirements and the
  technology available to satisfy those requirements continually change. Some of
  our current and potential competitors have significantly greater financial,
  marketing, technical and other competitive resources than we do. This may enable
  them to adapt more quickly to new or emerging technologies and changes in
  customer requirements, or to devote greater resources to the development,
  promotion and sale of their products. In addition, other companies could develop
  new products or incorporate additional functionality into their existing
  products that could directly compete with our products. Barriers to entering the
  software market are relatively low. Furthermore, cooperative relationships among
  our competitors could increase their ability to address the Web site content
  management needs of our prospective customers, and they could rapidly acquire
  significant market share. We cannot guarantee that we will compete successfully
  against existing or new competitors. Further, competitive pressures may require
  us to lower the prices of our software and services. Failure to compete
  successfully would have a material adverse effect on our business, operating
  results and financial condition.
  
  IF WE ARE UNABLE TO ENHANCE AND EXPAND OUR PRODUCT LINE TO MEET THE RAPID
  CHANGES IN THE MARKET FOR WEB CONTENT MANAGEMENT TECHNOLOGY, OUR BUSINESS WILL
  BE UNABLE TO GROW.
  
           To succeed, we will need to enhance our current Eprise Participant
  Server product and develop new products on a timely basis to keep pace with
  developments related to Internet technology and to satisfy the increasingly
  sophisticated requirements of our customers. The market for our products is
  marked by rapid technological change, frequent new product introductions and
  Internet-related technology enhancements, uncertain product life cycles, changes
  in client demands and evolving industry standards. We cannot be certain that we
  will successfully develop and market new products or new product enhancements
  compliant with present or emerging Internet technology standards. New products
  based on new technologies or new industry standards can rapidly render existing
  products obsolete and unmarketable. Internet commerce technology is complex and
  new products and product enhancements can require long development and testing
  periods. Any delays in developing, testing and releasing enhanced or new
  products could harm our business. New products or upgrades may not be released
  according to schedule or may contain defects when released. Either situation
  could result in adverse publicity, loss of sales, delay in market acceptance of
  our products or customer claims against us, any of which could harm our
  business. If we do not develop, license or acquire new software products, or
  deliver enhancements to existing products on a timely and cost-effective basis,
  our business will be harmed.
  
                                        -8-
  15
  
  WE HAVE RELIED ON AND EXPECT TO CONTINUE TO RELY ON SALES OF OUR EPRISE
  PARTICIPANT SERVER LINE FOR OUR REVENUES.
  
           Since 1998, we have derived substantially all of our revenues from
  licenses of, and services related to, Eprise Participant Server. We expect that
  revenues from this product will continue to account for a significant portion of
  our revenues for the foreseeable future. A decline in the price of Eprise
  Participant Server or our inability to increase license sales of Eprise
  Participant Server would seriously harm our business and operating results. In
  addition, our future financial performance will depend upon the successful
  development, introduction and customer acceptance of enhanced versions of Eprise
  Participant Server and future products. Failure to deliver the enhancements or
  products that customers want could have a material adverse effect on our
  business, operating results and financial condition.
  
  OUR LENGTHY SALES CYCLES REQUIRE EXPENDITURE OF RESOURCES THAT WILL NOT
  NECESSARILY RESULT IN A SALE.
  
           We typically experience long sales cycles. These sales cycles generally
  vary by customer from three to six months. Because the licensing of our products
  generally involves a significant capital expenditure by the customer, our sales
  process is subject to lengthy approval processes and delays. We often devote
  significant time and resources to a prospective customer, including costs
  associated with multiple site visits, product demonstrations and feasibility
  studies, without any assurance that the prospective customer will decide to
  license our products.
  
  YEAR 2000 PROBLEMS MAY CAUSE PRODUCT ERRORS OR FAILURES THAT COULD DIVERT
  PERSONNEL AND FINANCIAL RESOURCES.
  
           We have designed Eprise Participant Server and its add-on modules to be
  Year 2000 compliant and have not been advised of any Year 2000 issues related to
  those products. One prototype product (a precursor of Eprise Participant
  Server), which was licensed to one customer and may currently be in use, may not
  be Year 2000 compliant and may need to be upgraded or its use discontinued. We
  have not been advised of any Year 2000 problems by this customer to date.
  Further, although we have not been made aware of any Year 2000 problem relating
  to the hardware and software used by our customers in connection with our
  products to date, these problems may exist. Should any of these problems
  develop, they may have a material adverse effect on our business, operating
  results and financial condition.
  
           In addition, we utilize software, computer technology and other
  services internally developed and provided by third party vendors that may have
  Year 2000 issues. Although we have not experienced any of these problems to
  date, the failure of our internal computing systems or of systems provided by
  third party vendors to be Year 2000 compliant could materially adversely affect
  our business.
  
                                        -9-
  16
  IF OUR PRODUCTS FAIL TO REMAIN COMPATIBLE WITH MAJOR COMMERCIAL OPERATING
  PLATFORMS, OUR SALES WOULD DECREASE.
  
           Our products currently operate on the Microsoft Windows NT and Sun
  Solaris operating systems. In addition, our products are required to
  interoperate with Web servers, browsers and database servers. We must,
  therefore, continually modify and enhance our products to keep pace with changes
  in these operating systems and servers. If our products are not compatible with
  new operating systems, Web servers, browsers or database servers that achieve
  sufficient market penetration, our business will be harmed. In addition,
  uncertainties related to the timing and nature of new product announcements, or
  introductions or modifications by vendors of operating systems or browsers,
  could also harm our business.
  
  POTENTIAL DEFECTS IN OUR PRODUCTS COULD CAUSE SALES TO DECREASE AND COULD
  SUBJECT US TO FUTURE WARRANTY CLAIMS.
  
           Our products are complex and might contain undetected software errors
  or failures when new versions are released. We cannot guarantee that, despite
  testing by us and by current and prospective customers, we will not find errors
  in existing products, new products or product enhancements after commercial
  release. These errors may result in loss or delay of market acceptance, which
  could have a material adverse effect upon our business, operating results and
  financial condition.
  
  IF WE LOSE ANY KEY PERSONNEL, OR FAIL TO ATTRACT AND RETAIN ADDITIONAL
  PERSONNEL, WE MAY BE UNABLE TO CONTINUE EXPANDING OUR BUSINESS AND PRODUCT LINE.
  
           The loss of the services of one or more of our key personnel could have
  a material adverse effect on our business, operating results and financial
  condition. We do not maintain key person life insurance on any executive
  officers other than our Chief Executive Officer and Chief Technology Officer. We
  cannot guarantee that we will be able to retain our key personnel. Our future
  success also depends on our continuing ability to attract, assimilate and retain
  highly qualified sales, technical and managerial personnel. Competition for
  these individuals is intense, and there can be no assurance that we can attract,
  assimilate or retain them in the future.
  
  WE HAVE A LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, AND
  OTHERS COULD INFRINGE ON OR MISAPPROPRIATE OUR PROPRIETARY RIGHTS AND
  INFORMATION.
  
           Our software is proprietary and is protected by trade secret, copyright
  and trademark laws, license agreements, confidentiality agreements with
  employees and nondisclosure and other contractual requirements imposed on our
  customers, consulting partners and others. We cannot guarantee that these
  protections will adequately protect our proprietary rights or that our
  competitors will not independently develop products that are substantially
  equivalent or superior to our products. In addition, the laws of countries in
  which our products may be licensed in the future may not protect our products
  and intellectual property rights to the same extent as the laws of the United
  States. Although we believe that our products, trademarks and other proprietary
  rights do not infringe upon the proprietary rights of third parties, we cannot
  guarantee that third parties will not assert infringement claims against us.
  
                                        -10-
  17
  The cost of pursuing, enforcing or defending infringement claims can be
  substantial and can also require significant management attention.
  
                       RISKS RELATED TO THE INTERNET INDUSTRY
  
  IF THE USE OF THE INTERNET DOES NOT EXPAND, THE DEMAND FOR OUR PRODUCTS MAY
  STAGNATE OR DECLINE.
  
           Our future success depends heavily on the Internet being accepted and
  widely used. If Internet use does not continue to grow or grows more slowly than
  expected, our business, operating results and financial condition would be
  materially adversely affected. Consumers and businesses may reject the Internet
  as a viable communications medium for a number of reasons, including potentially
  inadequate network infrastructure, security concerns, slow development of
  enabling technologies or insufficient commercial support. The Internet
  infrastructure may not be able to support the demands placed on it by increased
  Internet usage and bandwidth requirements. In addition, delays in the
  development or adoption of new standards and protocols required to handle an
  increased level of Internet activity or increased government regulation could
  cause the Internet to lose its viability as a commercial medium. Even if the
  required infrastructure, standards, protocols or complementary products,
  services or facilities are developed, we may incur substantial expenses adapting
  our solutions to changing or emerging technologies.
  
  WE CANNOT BE SURE THAT A SUSTAINABLE MARKET FOR OUR PRODUCTS WILL DEVELOP.
  
  The market for Web content management software and services is new and rapidly
  evolving, and the size and potential growth of this new market and the direction
  of its development are uncertain. We have licensed our products to a small
  number of customers. We expect that we will continue to need intensive marketing
  and sales efforts to educate prospective clients about the uses and benefits of
  our products and services. Enterprises that have invested substantial resources
  in other methods of conducting business over the Internet may be reluctant to
  adopt a new approach that may replace, limit or compete with their existing
  systems. Any of these factors could inhibit the growth and market acceptance of
  our products and services. Accordingly, we cannot be certain that a viable
  market for our products will emerge, or if it does emerge, that it will be
  sustainable.
  
  IF THE INTERNET OR E-COMMERCE BECOMES SUBJECT TO GOVERNMENTAL REGULATION OR
  OTHER FUTURE LAWS, USE OF AND DEMAND FOR OUR PRODUCTS COULD DECLINE.
  
           We are not currently required to comply with direct regulation by any
  domestic or foreign governmental agency, other than regulations applicable to
  businesses generally and any laws or regulations directly applicable to the
  Internet. However, due to the increasing popularity of the Internet, it is
  possible that laws may be adopted regarding the Internet, any of which could
  
                                        -11-
  18
  
  materially harm our business. For example, because our products can be used for
  the solicitation of personal data from individual consumers, our business could
  be limited by laws regulating the solicitation, collection or processing of this
  data. The Telecommunications Act of 1996 prohibits the transmission of some
  types of information and content over the Internet. Legislation imposing
  potential liability for information collected or disseminated through our
  products could adversely affect our business. In addition, the increased
  attention focused upon liability issues as a result of the Telecommunications
  Act could limit the growth of Internet commerce, which could decrease demand for
  our products.
  
           Export regulations, either in their current form or as may be
  subsequently enacted, may limit our ability to distribute our software outside
  the United States. The unlawful export of our software could also harm our
  business. Although we take precautions against unlawful export of our software,
  the global nature of the Internet makes if difficult to effectively control the
  distribution of software.
  
           Furthermore, the growth and development of the Internet may lead to
  more stringent consumer protection laws that may impose additional burdens on
  companies conducting business online. The adoption of any additional laws may
  decrease Internet use or impede the growth of Internet use, which may lead to a
  decrease in the demand for our products and services or an increase in the cost
  of doing business. Further, the imposition of new sales or other taxes could
  limit the growth of Internet commerce generally and, as a result, the demand for
  our products. Although recent federal legislation limits the imposition of state
  and local taxes on Internet-related sales, there is a possibility that Congress
  may not renew this legislation, in which case state and local governments would
  be free to impose taxes on goods and services purchased on the Internet.
  
                  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
           Some of the statements under "Risk Factors," and elsewhere in this
  prospectus constitute forward-looking statements. These statements are
  identified by terminology such as "may," "will," "could," "should," "expects,"
  "plans," "intends," "seeks," "anticipates," "believes," "estimates,"
  "potential," or "continue" or the negative of such terms or other comparable
  terminology. These statements are only predictions. You should not place undue
  reliance on these forward-looking statements. Actual events or results may
  differ materially. In evaluating these statements, you should specifically
  consider various important factors, including the risks outlined under Risk
  Factors above. These factors may cause our actual results to differ materially
  from any forward-looking statements.
  
           Although we believe that the expectations reflected in the
  forward-looking statements are reasonable, we cannot guarantee future results,
  levels of activity, performance or achievements. We are under no duty to update
  any of the forward-looking statements after the date of this prospectus to
  conform such statement to actual results.
  
                                        -12-
  19
  
                                   USE OF PROCEEDS
  
           We will not receive any of the proceeds from the sales by the Selling
  Stockholders of the Shares.
  
                                SELLING STOCKHOLDERS
  
           This reoffer prospectus covers the reoffer and resale of shares of
  common stock acquired by the Selling Stockholders pursuant to our "employee
  benefit plans" as that term is defined in Rule 405 of Regulation C under the
  Securities Act of 1933. The Selling Stockholders are present officers or
  directors of the Company or their transferees. The Selling Stockholders may
  resell pursuant to this prospectus up to all of the shares of common stock
  registered hereby in one or more transactions from time to time as described
  below under "Plan of Distribution." However, the Selling Stockholders are not
  obligated to sell any of the shares of common stock offered by this prospectus.
  The following table sets forth the Selling Stockholders and the amounts of
  securities available to be resold, whether or not these persons have a present
  intention to resell such securities.
  PERCENTAGE OF COMMON
                                                                                                                 STOCK TO BE
                                  NUMBER OF SHARES                                    NUMBER OF SHARES TO BE  BENEFICIALLY OWNED
                                  COVERED BY THIS           TOTAL NUMBER OF SHARES  BENEFICIALLY OWNED AFTER   AFTER COMPLETION OF
  STOCKHOLDER                       PROSPECTUS                BENEFICIALLY OWNED     COMPLETION OF OFFERING        OFFERING
  -------------------------------------------------------------------------------------------------------------------------------
  Alpern, Milton                      137,254                   137,254 (1)                      0                    -
  Barnes, Henry                       137,254                   137,254 (2)                      0                    -
  de Castro, Edson                     58,823                    92,130 (3)                 33,307                    -
  Feldman, Thomas                      38,725                   154,901 (4)                116,176                    -
  Fiorentino, Joseph                  329,411                   333,332 (5)                  3,921                    -
  Forgione, Joseph                    576,667                   874,399 (6)                297,732                    -
  Hanover, Alain                       39,215                   190,675 (7)                151,460                    -
  Kadela, Maria-Elena, as Trustee
    of Angela Forgione
    1999 Irrevocable Trust                980                       980                          0                    -
  Kadela, Maria-Elena, as Trustee
    of Joseph A. Forgione
    1999 Irrevocable Trust             19,607                    19,607                          0                    -
  Kadela, Maria-Elena, as Trustee
    of Michael A. Forgione
    1999 Irrevocable Trust              1,960                     1,960                          0                    -
  Radoff, Jonathan                    196,078                 2,085,653 (8)              1,889,575                  7.5%
  Strong, Robert                      105,882                   188,234 (9)                 82,352                    -
  Certain Non-Affiliates (10)             500                       500                          0                    -
                                    ---------                 ---------                  ---------
  TOTAL COMMON STOCK                1,642,356                 4,216,879                  2,574,523
  (1)      Includes (i) 12,254 shares pledged to the Company pursuant to a stock
           pledge agreement dated October 29, 1999 as collateral for a promissory
           note held by the Company of the same date in the amount of $1,087; and
           (ii) 125,000 shares pledged to the Company pursuant to a stock pledge
           agreement dated January 3, 2000 as collateral for a promissory note
           held by the Company of the same date in the amount of $49,375.
  
                                        -13-
  20
  
  (2)      Includes (i) 44,117 shares pledged to the Company pursuant to a stock
           pledge agreement dated January 3, 2000 as collateral for a promissory
           note held by the Company of the same date in the amount of $10,629; and
           (ii) 93,137 shares pledged to the Company pursuant to a stock pledge
           agreement dated March 17, 2000 as collateral for a promissory note held
           by the Company of the same date in the amount of $40,500.
  
  (3)      Includes 7,843 shares issuable within 60 days upon exercise of
           outstanding options.
  
  (4)      Includes (i) 38,725 shares pledged to the Company pursuant to a stock
           pledge agreement dated January 3, 2000 as collateral for a promissory
           note held by the Company of the same date in the amount of $149,758;
           and (ii) 116,176 shares issuable within 60 days upon exercise of
           outstanding options.
  
  (5)      Includes (i) 329,411 shares pledged to the Company pursuant to a stock
           pledge agreement dated January 3, 2000 as collateral for a promissory
           note held by the Company of the same date in the amount of $164,810;
           and (ii) 3,921 shares issuable within 60 days pursuant to outstanding
           options.
  
  (6)      Includes (i) 275,184 shares issuable within 60 days upon exercise of
           outstanding stock options; (ii) 22,547 shares held by Maria-Elena
           Kadala, Mr. Forgione's spouse, as trustee under three trusts, the
           beneficiaries of which are Michael A. Forgione, Angela Forgione and
           Joseph A. Forgione; ; and (iii) 314,332 shares pledged to the Company
           pursuant to a stock pledge agreement dated January 3, 2000 as
           collateral for a promissory note held by the Company of the same date
           in the amount of $77,915.
  
  (7)      Includes 7,843 shares issuable within 60 days upon exercise of
           outstanding options.
  
  (8)      Includes (i) 930,653 shares held by Mr. Radoff's spouse, Angela Bull,
           as to which Mr. Radoff disclaims beneficial ownership; and (ii) 196,078
           shares pledged to the Company pursuant to a stock pledge agreement
           dated January 3, 20000 as collateral for a promissory note held by the
           Company of the same date in the amount of $53,264.
  
  (9)      Includes (i) 35,294 shares pledged to the Company pursuant to a stock
           pledge agreement dated January 3, 2000 as collateral for a promissory
           note held by the Company of the same date in the amount of $9,194, and
           (ii) 82,352 shares issuable within 60 days upon exercise of outstanding
           options.
  
  (10)     The Company is registering for resale under this prospectus, in the
           case of the non-affiliates in this category, fewer than 1,000 shares.
           Pursuant to General Instruction C.3(b) to Form S-8, the Company is not
           required to list these individuals by name.
  
                                PLAN OF DISTRIBUTION
  
           As used herein, the term "Selling Shareholder" includes donees and
  pledgees selling shares received from a named Selling Shareholder after the date
  of this prospectus.
  
                                        -14-
  21
  
           Each Selling Stockholder may sell his or her shares of common stock for
  value from time to time under this prospectus in one or more transactions on the
  Nasdaq National Market, in negotiated transactions, through put or call options
  transactions relating to the Shares, through short sales of Shares, or in a
  combination of such methods of sale, at market prices prevailing at the time of
  sale, at prices related to such prevailing market prices or at prices otherwise
  negotiated. Selling Stockholders also may resell all or a portion of the Shares
  in open market transactions in reliance upon Rule 144 under the Securities Act,
  provided they meet the criteria and conform to the requirements of such Rule.
  The Selling Stockholders may effect such transactions by selling the shares of
  common stock directly to purchasers or to or through broker-dealers, and such
  broker-dealers may receive compensation in the form of underwriting discounts,
  concessions or commissions from the Selling Stockholders and/or the purchasers
  of the shares of common stock for whom such broker-dealers may act as agent
  (which compensation may be less than or in excess of customary commissions).
  
           Each Selling Stockholder and any broker-dealer that participates in the
  distribution of the shares of common stock may be deemed to be an "underwriter"
  within the meaning of Section 2(11) of the Securities Act of 1933, and any
  commissions received by them and any profit on the resale of the shares sold by
  them may be deemed to be underwriting discounts and commissions under the
  Securities Act of 1933. All selling and other expenses incurred by the Selling
  Stockholders will be borne by the Selling Stockholders. We will pay all other
  expenses in connection with this offering.
  
           Because Selling Stockholders may be deemed to be "underwriters" within
  the meaning of Section 2(11) of the Securities Act of 1933, the Selling
  Stockholders will be subject to the prospectus delivery requirements of the
  Securities Act of 1933.
  
           Notwithstanding any of the foregoing, the amount of securities to be
  reoffered or resold by means of this prospectus, by each Selling Stockholder,
  may not exceed, during any three-month period, the amount specified in Rule
  144(e). There is no assurance that the Selling Stockholders will sell all or any
  portion of the shares of common stock offered hereby.
  
           Upon the Company being notified by a Selling Stockholder that any
  material arrangement has been entered into with a broker-dealer for the sale of
  Shares through a block trade, special offering, exchange distribution or
  secondary distribution or a purchase by a broker or dealer, a supplement to this
  prospectus will be filed, if required, pursuant to Rule 424(b) under the
  Securities Act of 1933, disclosing (i) the name of each such Selling Stockholder
  and of the participating broker-dealer(s), (ii) the number of shares involved,
  (iii) the price at which such shares were sold, (iv) the commissions paid or
  discounts or concessions allowed to such broker-dealer(s), where applicable, (v)
  that such broker-dealer(s) did not conduct any investigation to verify the
  information set out or incorporated by reference in this prospectus and (vi)
  
                                        -15-
  22
  other facts material to the transaction. In addition, upon the Company being
  notified by a Selling Stockholder that a donee or pledgee intends to sell more
  than 500 shares, a supplement to this prospectus will be filed.
  
                      INDEMNIFICATION OF OFFICERS AND DIRECTORS
  
           As permitted by the Delaware General Corporation Law, as amended (the
  "DGCL"), the Company's Amended and Restated Certificate of Incorporation
  provides that the Company's directors shall not be liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director to
  the fullest extent permitted by the DGCL as it now exists or as it may be
  amended. As of the date of this prospectus, the DGCL permits limitations on
  liability for a director's breach of fiduciary duty other than liability (i) for
  any breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation law, (iii) under Section 174 of the DGCL, or
  (iv) for any transaction from which the director derived an improper personal
  benefit. In addition, the Company's bylaws provide that the Company shall
  indemnify all directors, officers, employees and agents of the Company for acts
  performed on behalf of the Company in such capacity to the fullest extent
  permitted by law.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers or persons controlling the
  registrant pursuant to the foregoing provisions, the registrant has been
  informed that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is
  therefore unenforceable.
  
                                    LEGAL MATTERS
  
           The validity of the shares of common stock offered hereby will be
  passed upon for the Company by Hill & Barlow, a Professional Corporation. A
  purchase trust, the beneficiaries of which are members of Hill & Barlow, owns
  6,365 shares of the Company's common stock.
  
                                        -16-
  23
  
                                       PART II
                                       -------
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                 --------------------------------------------------
  
           Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
                    ---------------------------------------
  
            The documents listed below are incorporated by reference herein:
  
            a)   the Registrant's prospectus filed with the Commission pursuant to
                 Rule 424(b) of the Securities Act of 1933 on March 23, 2000, in
                 connection with the Registration Statement No. 333-94777 on Form
                 S-1 filed with the Commission on January 14, 2000;
  
            b)   the Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 31, 2000;
  
            c)   the Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended June 30, 2000; and
  
            d)   the Registrant's Registration Statement No. 000-29319 on Form 8-A
                 filed with the Commission pursuant to Section 12 of the
                 Securities Exchange Act of 1934 on February 3, 2000, together
                 with any and all amendments thereto in which there is described
                 the terms, rights and provisions applicable to the Registrant's
                 outstanding capital stock.
  
            All reports and other documents filed by the Company after the date
  hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and
  Exchange Act of 1934, prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold, or which
  deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference herein and to be a part hereof from the date of the
  filing of such report or document.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this prospectus to the extent that a statement contained herein
  or in any other subsequently filed document which also is incorporated or deemed
  to be incorporated by reference herein modifies or supersedes such statement.
  Any such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this prospectus.
  
           Item 4.  DESCRIPTION OF SECURITIES.
                    -------------------------
  
           Not applicable.
  
                                        II-1
  24
           Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                    --------------------------------------
  
           Certain legal matters relating to the shares of Common Stock, $.001 par
  value, of the Company to be registered hereby have been passed upon for the
  Company by Hill & Barlow, a Professional Corporation, One International Place,
  Boston, Massachusetts 02110. A purchase trust, the beneficiaries of which are
  members of Hill & Barlow, owns 6,365 shares of the Company's Common Stock.
  
           Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                    -----------------------------------------
  
           As permitted by the Delaware General Corporation Law, as amended (the
  "DGCL"), the Company's Amended and Restated Certificate of Incorporation
  provides that the Company's directors shall not be liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director to
  the fullest extent permitted by the DGCL as it now exists or as it may be
  amended. As of the date of this Registration Statement, the DGCL permits
  limitations on liability for a director's breach of fiduciary duty other than
  liability (i) for any breach of the director's duty of loyalty to the Company or
  its stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation law, (iii) under Section 174 of
  the DGCL, or (iv) for any transaction from which the director derived an
  improper personal benefit. In addition, the Company's bylaws provide that the
  Company shall indemnify all directors, officers, employees and agents of the
  Company for acts performed on behalf of the Company in such capacity to the
  fullest extent permitted by law.
  
           Item 7.  EXEMPTION FROM REGISTRATION.
                    ---------------------------
  
           The shares to be offered and sold under the reoffer prospectus were
  initially issued by the Company in transactions deemed exempt from registration
  under the Securities Act of 1933 in reliance on either (1) Rule 701 promulgated
  under the Securities Act of 1933 as offers and sales of securities pursuant to
  an employee benefit plan or contract relating to compensation, or (2) Section
  4(2) of the Securities Act of 1933 as transactions by an issuer not involving
  any public offering. The shares were issued for bona fide services rendered to
  the Company, which services did not involve the sale or offer of securities in a
  capital raising transaction, and did not involve, directly or indirectly, the
  promotion of or maintenance of a market for the Company's securities.
  
                                        II-2
  25
  
           Item 8.   EXHIBITS.
                     --------
  
           The following exhibits are, as indicated, either filed herewith or have
  heretofore been filed with the Commission and are incorporated herein by
  reference.
  EXHIBIT        TITLE                             METHOD OF FILING
  -------        -----                             ----------------
  4              Instrument Defining Rights of     Incorporated herein by reference to Registrant's Registration
                 Stockholders                      Statement No. 000-29319 on Form 8-A filed with the Commission
                                                   pursuant to Section 12 of the Securities and Exchange Act of 1934
                                                   on February 3, 2000, together with any and all amendments thereto.
  
  5              Opinion of Hill & Barlow, a       Filed herewith.
                 Professional Corporation,
                 regarding the legality of the
                 common stock to be offered
                 hereunder
  
  23.1           Consent of Independent Auditors   Filed herewith.
                 (Deloitte & Touche LLP)
  
  23.2           Consent of Independent Auditors   Filed herewith.
                 (Arthur Andersen LLP)
  
  23.3           Consent of Hill & Barlow, a       Reference is made to the opinion filed as Exhibit 5 to this
                 Professional Corporation          Registration Statement.
  
  24             Power of Attorney                 Reference is made to Page II-7 of this Registration Statement.
  
  99.1           Eprise Corporation Amended and    Incorporated herein by reference to Exhibit 10.5 to Amendment No.
                 Restated 1997 Stock Option Plan   1 to Registrant's Registration Statement No. 333-94777 on Form
                                                   S-1 filed with the Commission on March 3, 2000.
  
  99.2           Eprise Corporation 2000           Incorporated herein by reference to Exhibit 10.10 to Amendment
                 Employee Stock Purchase Plan      No. 1 to Registrant's Registration Statement No. 333-94777 on
                                                   Form S-1 filed with the Commission on March 3, 2000.
  
  99.3           Eprise Corporation 2000           Incorporated herein by reference to Exhibit 10.7 to Amendment No.
                 Non-Employee Director             1 to Registrant's Registration Statement No. 333-94777 on Form
                 Stock Option Plan                 S-1 filed with the Commission on March 3, 2000.
  II-3
  26
  EXHIBIT        TITLE                             METHOD OF FILING
  -------        -----                             ----------------
  99.4           Eprise Corporation 1994 Stock     Incorporated herein by reference to Exhibit 10.6 to Registrant's
                 Option Plan                       Registration Statement No. 333-94777 on Form S-1 filed with the
                                                   Commission on January 14, 2000.
  Item 9.  UNDERTAKINGS.
                    ------------
  
           A.       The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement:
  
                       (i) To include any prospectus required by Section 10(a)(3)
  of the Securities Act of 1933;
  
                       (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the registration statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  registration statement;
  
                       (iii) To include any material information with respect to
  the plan of distribution not previously disclosed in the registration statement
  or any material change to such information in the registration statement;
  
           provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
  the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are
  incorporated by reference in the registration statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
                                        II-4
  27
  
           B. The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities and Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
                                        II-5
  28
  
                                     SIGNATURES
                                     ----------
  
           Pursuant to the requirements of the Securities Act of 1933, 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 Town of Framingham, Commonwealth of Massachusetts, on August
  29, 2000.
  
                                         EPRISE CORPORATION
                                         (Registrant)
  
                                         By: /s/ Milton A. Alpern
                                             -----------------------------
                                             Milton A. Alpern
                                             Vice President, Finance
                                             and Chief Financial Officer
  
                                        II-6
  29
  
                                  POWER OF ATTORNEY
                                  -----------------
  
           Each person whose signature appears below constitutes and appoints, and
  each them singly, his or her lawful attorneys with full power to them and each
  of them singly to sign for him or her in his or her name in the capacity
  indicated below this Registration Statement on Form S-8 (and any and all
  amendments hereto), hereby ratifying and confirming his or her signature as it
  may be signed by his or her said attorneys to this Registration Statement (and
  any and all amendments hereto).
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                      TITLE                            DATE
         ---------                      -----                            ----
  /s/ Joseph A. Forgione
  ------------------------   President, Chief Executive Officer    August 29, 2000
  Joseph A. Forgione         and Director (principal executive
                             officer)
  
  /s/ Milton A. Alpern
  ------------------------   Vice President, Finance and Chief     August 29, 2000
  Milton A. Alpern           Financial Officer (principal
                             financial officer and principal
                             accounting officer)
  
  /s/ Edson D. de Castro     Chairman of the Board                 August 29, 2000
  ------------------------
  Edson D. de Castro
  
                             Director
  ------------------------
  Deborah M. Besemer
  
  /s/ Robert C. Fleming      Director                              August 29, 2000
  ------------------------
  Robert C. Fleming
  II-7
  30
  /s/ Alain J. Hanover           Director                              August 29, 2000
  ---------------------------
  Alain J. Hanover
  
  /s/ Nicholas A. Papantonis     Director                              August 29, 2000
  ---------------------------
  Nicholas A. Papantonis
  
  /s/ Jonathan B. Radoff         Director                              August 29, 2000
  ---------------------------
  Jonathan B. Radoff
  
  /s/ Joseph Tischler            Director                              August 29, 2000
  ---------------------------
  Joseph Tischler
  II-8