As filed with the Securities and Exchange Commission
on May 10, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ePRESENCE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2798394
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
120 Flanders Road, Westboro, Massachusetts 01581
(Address of Principal Executive Offices) (Zip Code)
2001 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Kevin F. Newman, Esq.
ePresence, Inc.
120 Flanders Road
Westboro, Massachusetts 01581
(Name and Address of Agent For Service)
(508) 898-1000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
securities to be registered maximum maximum registration fee
registered offering price aggregate
per share offering price
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Common Stock 750,000 $4.07 (1) $3,052,500(1) $280.83
$.01 par value shares
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low sale prices of the Common
Stock on the Nasdaq National Market on May 7, 2002 in accordance with
Rules 457(c) and 457(h) under the Securities Act of 1933, as amended.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8 incorporates by reference the
contents of (i) Part I and (ii) Part II, Items 3, 4, 6, 7 and 9, of the
Registration Statement on Form S-8 Form No. 333-60764, filed by the Registrant
on May 11, 2001 relating to the Registrant's 2001 Stock Incentive Plan.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Exhibit Index are filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), 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 Westboro, Massachusetts on the 10th
day of May, 2002.
ePRESENCE, INC.
By: /s/ Richard M. Spaulding
------------------------
Richard M. Spaulding
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of ePresence, Inc., hereby
severally constitute William P. Ferry, Richard M. Spaulding, Kevin F. Newman and
William S. Gehrke, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable ePresence, Inc. to comply with all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William P. Ferry President, Chief Executive May 10, 2002
-------------------------- Officer and Director (Principal
William P. Ferry Executive Officer)
/s/ Richard M. Spaulding Senior Vice President and Chief May 10, 2002
-------------------------- Financial Officer (Principal
Richard M. Spaulding Financial Officer and Principal
Accounting Officer)
/s/ John F. Burton Director May 10, 2002
--------------------------
John F. Burton
/s/ Albert A. Notini Director May 10, 2002
--------------------------
Albert A. Notini
/s/ John J. Rando Director May 10, 2002
--------------------------
John J. Rando
/s/ Fontaine K. Richardson Director May 10, 2002
--------------------------
Fontaine K. Richardson
/s/ Robert M. Wadsworth Director May 10, 2002
--------------------------
Robert M. Wadsworth
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Exhibit Index
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Exhibit
Number Description
------- -----------
4/(1)/ Specimen Certificate for shares of Common Stock, $.01 par value
per share, of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
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/(1)/ Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 33-49194).
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