<PAGE>

        As filed with the Securities and Exchange Commission on January __, 2002
                                                     Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                            _______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                  divine, inc.
             (Exact Name of Registrant as Specified in its Charter)

                Delaware                                36-4301991
      (State or Other Jurisdiction         (I.R.S. Employer Identification No.)
    of Incorporation or Organization)

                1301 North Elston Avenue, Chicago, Illinois 60622
               (Address of Principal Executive Offices) (Zip Code)

                    Data Return Corporation Stock Option Plan
                            (Full Title of the Plan)

                             Jude M. Sullivan, Esq.
              Senior Vice President, General Counsel, and Secretary
                1301 North Elston Avenue, Chicago, Illinois 60622
                     (Name and Address of Agent for Service)
                                 (773) 394-6600
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             D. Mark McMillan, Esq.
                             Bell, Boyd & Lloyd LLC
                             70 West Madison Street
                             Chicago, Illinois 60602
                                 (312) 372-1121
                                ________________
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
                                                       Amount          Proposed Maximum   Proposed Maximum      Amount of
           Title of Each Class of                       to Be            Offering Price       Aggregate        Registration
       Securities to Be Registered (1)              Registered (2)       Per Share (4)     Offering Price (4)      Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>                 <C>                   <C>
class A common stock, par value $.001 per share  10,527,695 shares        $0.11 (3)         $1,140,892.90        $104.96
==========================================================================================================================
</TABLE>

(1)  Each share of divine class A common stock is accompanied by a series A
     junior participating preferred stock purchase right that trades with the
     divine common stock. The value attributed to those rights, if any, is
     reflected in the market price of the divine common stock. Prior to the
     occurrence of certain events, none of which has occurred as of this date,
     the rights will not be exercisable or evidenced separately from the divine
     common stock.

(2)  This registration statement also covers an indeterminate number of shares
     of divine, inc. class A common stock that may be issuable by reason of
     stock splits, stock dividends, or other adjustment provisions of the Data
     Return Corporation Stock Option Plan in accordance with Rule 416 under the
     Securities Act of 1933.

(3)  In accordance with Rule 457(h), represents the weighted average exercise
     price of outstanding options to purchase shares of class A common stock
     under the Data Return Corporation Stock Option Plan.

(4)  These amounts are used solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h) under the Securities Act.

<PAGE>

                                EXPLANATORY NOTE

         divine, inc., a Delaware corporation ("divine"), is filing this
registration statement on Form S-8 (the "Registration Statement") to register an
aggregate of 10,527,695 shares of class A common stock, par value $0.001 per
share, of divine for issuance to holders of options granted under the Data
Return Corporation Stock Option Plan (the "Plan"), which options have been
assumed by divine pursuant to the terms and conditions of the Agreement and Plan
of Merger, dated as of November 1, 2001 (the "Merger Agreement"), among divine;
TD Acquisition Corp., a wholly owned subsidiary of divine (the "Merger Sub");
and Data Return Corporation ("Data Return").

         Pursuant to the Merger Agreement, the Merger Sub merged with and into
Data Return, with Data Return surviving as a wholly owned subsidiary of divine
(the "Merger"). In connection with the Merger, each common share, par value
$0.001 per share, of Data Return has been converted into the right to receive
1.9876 shares of divine class A common stock. Each outstanding and unexercised
option to purchase common shares of Data Return under the Plan has been assumed
by divine and was converted into an option to purchase a number of shares of
divine class A common stock equal to the number of Data Return common shares
subject to the option multiplied by the exchange ratio in the Merger (1.9876) at
an exercise price equal to the original exercise price of the option divided by
that exchange ratio.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The information called for in Item I of Form S-8 is currently included
in the prospectus for the Plan and is not being filed with, or included in, this
Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC").

Item 2.  Registrant Information and Employee Plan Annual Information.

         divine will provide without charge to each person who has received a
copy of any prospectus to which this registration statement relates, upon the
written or oral request of that person, a copy of any or all the documents that
have been or may be incorporated by reference into this registration statement,
other than exhibits to those documents, unless the exhibits are incorporated by
reference into those documents. Written requests for copies should be directed
to divine's principal executive offices at 1301 North Elston Avenue, Chicago,
Illinois 60622, Attention: General Counsel. Telephone requests for copies should
be directed to divine's General Counsel at (773) 394-6600.

                                      II-1

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by divine with the SEC are incorporated
by reference in this registration statement:

         (a)    divine's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 0-27360).

         (b)    divine's Quarterly Reports on Form 10-Q for the quarters ended
                March 31, 2001; June 30, 2001; and September 30, 2001.

         (c)    divine's Current Reports on Form 8-K dated, respectively,
                February 5, 2001; February 14, 2001; February 27, 2001; April
                2, 2001; April 16, 2001; July 12, 2001; August 17, 2001;
                August 31, 2001; September 20, 2001; October 22, 2001; October
                29, 2001; November 6, 2001; November 21, 2001; and December
                11, 2001.

         (d)    The description of divine's class A common stock set forth
                under the caption "Description of Capital Stock" in divine's
                registration statement on Form S-1 (File No. 333-92851), which
                description is incorporated by reference in divine's
                registration statement on Form 8-A filed with the SEC on March
                21, 2000, as amended (the "Form 8-A"), pursuant to the
                Securities Exchange Act of 1934, as amended (the "Exchange
                Act"), and all subsequent amendments and reports filed for the
                purpose of updating the description in the Form 8-A.

         In addition, all documents that divine files pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this
registration statement, and before the filing of a post-effective amendment,
indicating that all securities offered pursuant to this registration statement
have been sold, or deregistering all the securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part of this registration statement from the date of filing of those
documents. Any statement contained in a document incorporated, or deemed to be
incorporated by reference, in this registration statement shall be deemed to be
modified, or superseded for purposes of this registration statement, to the
extent that a statement contained in this registration statement, or in any
subsequently filed document that also is, or is deemed to be, incorporated by
reference in this registration statement, modifies or supersedes that statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware authorizes
divine to indemnify its directors and officers under specified circumstances.
divine's Third Amended and Restated Certificate of Incorporation provides for
the indemnification of its directors, to the fullest extent authorized by the
Delaware General Corporation Law, and of selected officers, employees, or
agents, to the extent determined by divine's Board of Directors, except that
divine will generally not be obligated to indemnify a person in connection with
an action initiated by that person without divine's prior written consent. The
indemnification under divine's Third Amended and Restated Certificate of
Incorporation obligates divine

                                      II-2

<PAGE>

to pay the expenses of a director, or an officer who is entitled to
indemnification, in advance of the final disposition of any proceeding for which
indemnification may be had, provided that the payment of these expenses incurred
by a director or officer may be made only upon delivery to divine of an
undertaking by or on behalf of the director or officer to repay all amounts paid
in advance if ultimately the director or officer is not entitled to
indemnification. divine has entered into indemnification agreements with each of
its directors and executive officers providing for the indemnification discussed
above.

         divine's Third Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws eliminate, to the fullest extent permitted by
Delaware law, liability of a director to divine or its stockholders for monetary
damages for a breach of such director's fiduciary duty of care except for
liability where a director (a) breaches his or her duty of loyalty to divine or
its stockholders, (b) fails to act in good faith or engages in intentional
misconduct or knowing violation of law, (c) authorizes payment of an illegal
dividend or stock repurchase, or (d) obtains an improper personal benefit.
Although liability for monetary damages has been eliminated, equitable remedies
such as injunctive relief or rescission remain available. In addition, a
director is not relieved of his or her responsibilities under any other law,
including the federal securities laws.

         The directors and officers of divine are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities that might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.

         Insofar as indemnification by divine for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of divine pursuant to the foregoing provisions, divine has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits to this registration statement are listed below.

         4.1     Conformed copy of divine's Third Amended and Restated
                 Certificate of Incorporation, as amended (incorporated by
                 reference to Exhibit 2.2 to divine's Quarterly Report on Form
                 10-Q for the quarter ended March 31, 2001).

         4.2     divine's Amended and Restated Bylaws (incorporated by reference
                 to Exhibit 3.2 to divine's Registration Statement on
                 Form S-1, File No. 333-92851 (the "IPO Registration
                 Statement")).

         4.3     Specimen stock certificate representing class A common stock
                 (incorporated by reference to Exhibit 4.1 to the IPO
                 Registration Statement).

         4.4     Data Return Corporation Stock Option Plan.

         4.5     Form of Option Agreement under the Data Return Corporation
                 Stock Option Plan.

         5.1     Opinion of Bell, Boyd & Lloyd LLC, counsel to divine, as to
                 the legality of the shares of common stock being offered under
                 the Data Return Corporation Stock Option Plan.

         23.1    Consent of KPMG LLP.

         23.2    Consent of Bell, Boyd & Lloyd LLC (contained in its opinion
                 filed as Exhibit 5.1).

         23.3    Consent of Deloitte & Touche LLP, with respect to the financial
                 statements of Eprise Corporation.

                                      II-3

<PAGE>

         23.4   Consent of Arthur Andersen LLP, with respect to the financial
                statements of Open Market, Inc.

         23.5   Consent of PricewaterhouseCoopers LLP, with respect to the
                financial statements of FutureTense, Inc. included in the
                financial statements of Open Market, Inc.

         23.6   Consent of Arthur Andersen LLP, with respect to the financial
                statements of eshare communications, Inc.

         23.7   Consent of KPMG LLP, with respect to their report on the 1998
                financial statements of eshare.com, Inc. (formerly eshare
                Technologies, Inc.).

         23.8   Consent of PricewaterhouseCoopers LLP, with respect to the
                financial statements of RoweCom Inc.

         24.1   Power of Attorney (included on the signature page of this
                registration statement).

Item 9.  Undertakings.

         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;

                (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.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective registration statement; and

                (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;

                (2)     The undersigned registrant hereby undertakes that, for
         the purpose of determining any liability under the Securities Act, each
         filing of its annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) 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.

                (3)     Insofar as indemnification for liabilities arising under
         the Securities Act may be permitted to divine's directors, officers,
         and controlling persons pursuant to the foregoing provisions or
         otherwise, divine has been advised that in the opinion of the SEC such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by
         divine of expenses incurred or paid by a director, officer, or
         controlling person of divine in the successful defense of any action,
         suit, or

                                      II-4

<PAGE>

         proceeding) is asserted by such director, officer, or controlling
         person in connection with the securities being registered, divine 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 and will be governed by the
         final adjudication of such issue.

                                      II-5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, divine 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 city
of Chicago, State of Illinois, on this 22 day of January, 2002.

                                           divine, inc.


                                           By: /s/ Kenneth A. Mueller
                                               ---------------------------------
                                                   Kenneth A. Mueller
                                                       ontroller

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Andrew J. Filipowski, Michael P. Cullinane, and Jude M. Sullivan, and
each of them severally, acting alone and without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as such person might or could do in person, hereby to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming each act that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on January 22, 2002.

         Signature                     Title
         ---------                     -----


/s/ Andrew J. Filipowski               Chairman of the Board and Chief Executive
---------------------------------      Officer
    Andrew J. Filipowski

/s/ Michael P. Cullinane               Executive Vice President, Chief Financial
---------------------------------      Officer, Treasurer, and Director
    Michael P. Cullinane

/s/ Paul Humenansky                    President, Chief Operating Officer, and
---------------------------------      Director
    Paul Humenansky


/s/ Tommy Bennett                      Director
---------------------------------
    Tommy Bennett

                                      II-6

<PAGE>

         Signature                                   Title
         ---------                                   -----


 /s/ John Cooper                                     Director
----------------------------------
    John Cooper


__________________________________                   Director
    James E. Cowie


__________________________________                   Director
    Michael H. Forster


 /s/ Arthur W. Hahn                                  Director
----------------------------------
    Arthur W. Hahn


__________________________________                   Director
    Thomas J. Meredith


__________________________________                   Director
    J. Kevin Nater


 /s/ John Rau                                        Director
----------------------------------
    John Rau

                                      II-7

<PAGE>

                                INDEX TO EXHIBITS



Exhibits                           Description
-------- -----------------------------------------------------------------------
4.4      Data Return Corporation Stock Option Plan.

4.5      Form of Option Agreement under the Data Return Corporation Stock Option
         Plan.

5.1      Opinion of Bell, Boyd & Lloyd LLC, counsel to divine, as to the
         legality of the shares of common stock being offered under the Data
         Return Corporation Stock Option Plan.

23.1     Consent of KPMG LLP.

23.2     Consent of Bell, Boyd & Lloyd LLC (contained in its opinion filed as
         Exhibit 5.1).

23.3     Consent of Deloitte & Touche LLP, with respect to the financial
         statements of Eprise Corporation.

23.4     Consent of Arthur Andersen LLP, with respect to the financial
         statements of Open Market, Inc.

23.5     Consent of PricewaterhouseCoopers LLP, with respect to the financial
         statements of FutureTense, Inc. included in the financial statements of
         Open Market, Inc.

23.6     Consent of Arthur Andersen LLP, with respect to the financial
         statements of eshare communications, Inc.

23.7     Consent of KPMG LLP, with respect to their report on the 1998 financial
         statements of eshare.com, Inc. (formerly eshare Technologies, Inc.).

23.8     Consent of PricewaterhouseCoopers LLP, with respect to the financial
         statements of RoweCom Inc.

24.1     Power of Attorney (included on the signature page of this registration
         statement).

                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24559}]
{"company-data": {"conformed-name": "DIVINE INC", "cik": "0001097516", "assigned-sic": "7389", "irs-number": "364301991", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81188", "film-number": "02514365"}, "business-address": {"street1": "1301 N ELSTON AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60622", "phone": "7733946600"}, "mail-address": {"street1": "1301 N ELSTON AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60622"}}
As filed with the Securities and Exchange Commission on January __, 2002
                                                     Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                            _______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                  divine, inc.
             (Exact Name of Registrant as Specified in its Charter)

                Delaware                                36-4301991
      (State or Other Jurisdiction         (I.R.S. Employer Identification No.)
    of Incorporation or Organization)

                1301 North Elston Avenue, Chicago, Illinois 60622
               (Address of Principal Executive Offices) (Zip Code)

                    Data Return Corporation Stock Option Plan
                            (Full Title of the Plan)

                             Jude M. Sullivan, Esq.
              Senior Vice President, General Counsel, and Secretary
                1301 North Elston Avenue, Chicago, Illinois 60622
                     (Name and Address of Agent for Service)
                                 (773) 394-6600
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             D. Mark McMillan, Esq.
                             Bell, Boyd & Lloyd LLC
                             70 West Madison Street
                             Chicago, Illinois 60602
                                 (312) 372-1121
                                ________________
                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                       Amount          Proposed Maximum   Proposed Maximum      Amount of
           Title of Each Class of                       to Be            Offering Price       Aggregate        Registration
       Securities to Be Registered (1)              Registered (2)       Per Share (4)     Offering Price (4)      Fee
--------------------------------------------------------------------------------------------------------------------------
class A common stock, par value $.001 per share  10,527,695 shares        $0.11 (3)         $1,140,892.90        $104.96
==========================================================================================================================
(1)  Each share of divine class A common stock is accompanied by a series A
     junior participating preferred stock purchase right that trades with the
     divine common stock. The value attributed to those rights, if any, is
     reflected in the market price of the divine common stock. Prior to the
     occurrence of certain events, none of which has occurred as of this date,
     the rights will not be exercisable or evidenced separately from the divine
     common stock.

(2)  This registration statement also covers an indeterminate number of shares
     of divine, inc. class A common stock that may be issuable by reason of
     stock splits, stock dividends, or other adjustment provisions of the Data
     Return Corporation Stock Option Plan in accordance with Rule 416 under the
     Securities Act of 1933.

(3)  In accordance with Rule 457(h), represents the weighted average exercise
     price of outstanding options to purchase shares of class A common stock
     under the Data Return Corporation Stock Option Plan.

(4)  These amounts are used solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h) under the Securities Act.
EXPLANATORY NOTE

         divine, inc., a Delaware corporation ("divine"), is filing this
registration statement on Form S-8 (the "Registration Statement") to register an
aggregate of 10,527,695 shares of class A common stock, par value $0.001 per
share, of divine for issuance to holders of options granted under the Data
Return Corporation Stock Option Plan (the "Plan"), which options have been
assumed by divine pursuant to the terms and conditions of the Agreement and Plan
of Merger, dated as of November 1, 2001 (the "Merger Agreement"), among divine;
TD Acquisition Corp., a wholly owned subsidiary of divine (the "Merger Sub");
and Data Return Corporation ("Data Return").

         Pursuant to the Merger Agreement, the Merger Sub merged with and into
Data Return, with Data Return surviving as a wholly owned subsidiary of divine
(the "Merger"). In connection with the Merger, each common share, par value
$0.001 per share, of Data Return has been converted into the right to receive
1.9876 shares of divine class A common stock. Each outstanding and unexercised
option to purchase common shares of Data Return under the Plan has been assumed
by divine and was converted into an option to purchase a number of shares of
divine class A common stock equal to the number of Data Return common shares
subject to the option multiplied by the exchange ratio in the Merger (1.9876) at
an exercise price equal to the original exercise price of the option divided by
that exchange ratio.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         The information called for in Item I of Form S-8 is currently included
in the prospectus for the Plan and is not being filed with, or included in, this
Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC").

Item 2.  Registrant Information and Employee Plan Annual Information.

         divine will provide without charge to each person who has received a
copy of any prospectus to which this registration statement relates, upon the
written or oral request of that person, a copy of any or all the documents that
have been or may be incorporated by reference into this registration statement,
other than exhibits to those documents, unless the exhibits are incorporated by
reference into those documents. Written requests for copies should be directed
to divine's principal executive offices at 1301 North Elston Avenue, Chicago,
Illinois 60622, Attention: General Counsel. Telephone requests for copies should
be directed to divine's General Counsel at (773) 394-6600.

                                      II-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by divine with the SEC are incorporated
by reference in this registration statement:

         (a)    divine's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 0-27360).

         (b)    divine's Quarterly Reports on Form 10-Q for the quarters ended
                March 31, 2001; June 30, 2001; and September 30, 2001.

         (c)    divine's Current Reports on Form 8-K dated, respectively,
                February 5, 2001; February 14, 2001; February 27, 2001; April
                2, 2001; April 16, 2001; July 12, 2001; August 17, 2001;
                August 31, 2001; September 20, 2001; October 22, 2001; October
                29, 2001; November 6, 2001; November 21, 2001; and December
                11, 2001.

         (d)    The description of divine's class A common stock set forth
                under the caption "Description of Capital Stock" in divine's
                registration statement on Form S-1 (File No. 333-92851), which
                description is incorporated by reference in divine's
                registration statement on Form 8-A filed with the SEC on March
                21, 2000, as amended (the "Form 8-A"), pursuant to the
                Securities Exchange Act of 1934, as amended (the "Exchange
                Act"), and all subsequent amendments and reports filed for the
                purpose of updating the description in the Form 8-A.

         In addition, all documents that divine files pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this
registration statement, and before the filing of a post-effective amendment,
indicating that all securities offered pursuant to this registration statement
have been sold, or deregistering all the securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part of this registration statement from the date of filing of those
documents. Any statement contained in a document incorporated, or deemed to be
incorporated by reference, in this registration statement shall be deemed to be
modified, or superseded for purposes of this registration statement, to the
extent that a statement contained in this registration statement, or in any
subsequently filed document that also is, or is deemed to be, incorporated by
reference in this registration statement, modifies or supersedes that statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware authorizes
divine to indemnify its directors and officers under specified circumstances.
divine's Third Amended and Restated Certificate of Incorporation provides for
the indemnification of its directors, to the fullest extent authorized by the
Delaware General Corporation Law, and of selected officers, employees, or
agents, to the extent determined by divine's Board of Directors, except that
divine will generally not be obligated to indemnify a person in connection with
an action initiated by that person without divine's prior written consent. The
indemnification under divine's Third Amended and Restated Certificate of
Incorporation obligates divine

                                      II-2
to pay the expenses of a director, or an officer who is entitled to
indemnification, in advance of the final disposition of any proceeding for which
indemnification may be had, provided that the payment of these expenses incurred
by a director or officer may be made only upon delivery to divine of an
undertaking by or on behalf of the director or officer to repay all amounts paid
in advance if ultimately the director or officer is not entitled to
indemnification. divine has entered into indemnification agreements with each of
its directors and executive officers providing for the indemnification discussed
above.

         divine's Third Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws eliminate, to the fullest extent permitted by
Delaware law, liability of a director to divine or its stockholders for monetary
damages for a breach of such director's fiduciary duty of care except for
liability where a director (a) breaches his or her duty of loyalty to divine or
its stockholders, (b) fails to act in good faith or engages in intentional
misconduct or knowing violation of law, (c) authorizes payment of an illegal
dividend or stock repurchase, or (d) obtains an improper personal benefit.
Although liability for monetary damages has been eliminated, equitable remedies
such as injunctive relief or rescission remain available. In addition, a
director is not relieved of his or her responsibilities under any other law,
including the federal securities laws.

         The directors and officers of divine are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities that might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.

         Insofar as indemnification by divine for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of divine pursuant to the foregoing provisions, divine has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits to this registration statement are listed below.

         4.1     Conformed copy of divine's Third Amended and Restated
                 Certificate of Incorporation, as amended (incorporated by
                 reference to Exhibit 2.2 to divine's Quarterly Report on Form
                 10-Q for the quarter ended March 31, 2001).

         4.2     divine's Amended and Restated Bylaws (incorporated by reference
                 to Exhibit 3.2 to divine's Registration Statement on
                 Form S-1, File No. 333-92851 (the "IPO Registration
                 Statement")).

         4.3     Specimen stock certificate representing class A common stock
                 (incorporated by reference to Exhibit 4.1 to the IPO
                 Registration Statement).

         4.4     Data Return Corporation Stock Option Plan.

         4.5     Form of Option Agreement under the Data Return Corporation
                 Stock Option Plan.

         5.1     Opinion of Bell, Boyd & Lloyd LLC, counsel to divine, as to
                 the legality of the shares of common stock being offered under
                 the Data Return Corporation Stock Option Plan.

         23.1    Consent of KPMG LLP.

         23.2    Consent of Bell, Boyd & Lloyd LLC (contained in its opinion
                 filed as Exhibit 5.1).

         23.3    Consent of Deloitte & Touche LLP, with respect to the financial
                 statements of Eprise Corporation.

                                      II-3
23.4   Consent of Arthur Andersen LLP, with respect to the financial
                statements of Open Market, Inc.

         23.5   Consent of PricewaterhouseCoopers LLP, with respect to the
                financial statements of FutureTense, Inc. included in the
                financial statements of Open Market, Inc.

         23.6   Consent of Arthur Andersen LLP, with respect to the financial
                statements of eshare communications, Inc.

         23.7   Consent of KPMG LLP, with respect to their report on the 1998
                financial statements of eshare.com, Inc. (formerly eshare
                Technologies, Inc.).

         23.8   Consent of PricewaterhouseCoopers LLP, with respect to the
                financial statements of RoweCom Inc.

         24.1   Power of Attorney (included on the signature page of this
                registration statement).

Item 9.  Undertakings.

         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;

                (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.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20 percent change in the maximum aggregate offering
                price set forth in the "Calculation of Registration Fee" table
                in the effective registration statement; and

                (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;

                (2)     The undersigned registrant hereby undertakes that, for
         the purpose of determining any liability under the Securities Act, each
         filing of its annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) 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.

                (3)     Insofar as indemnification for liabilities arising under
         the Securities Act may be permitted to divine's directors, officers,
         and controlling persons pursuant to the foregoing provisions or
         otherwise, divine has been advised that in the opinion of the SEC such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by
         divine of expenses incurred or paid by a director, officer, or
         controlling person of divine in the successful defense of any action,
         suit, or

                                      II-4
proceeding) is asserted by such director, officer, or controlling
         person in connection with the securities being registered, divine 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 and will be governed by the
         final adjudication of such issue.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act, divine 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 city
of Chicago, State of Illinois, on this 22 day of January, 2002.

                                           divine, inc.

                                           By: /s/ Kenneth A. Mueller
                                               ---------------------------------
                                                   Kenneth A. Mueller
                                                       ontroller

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Andrew J. Filipowski, Michael P. Cullinane, and Jude M. Sullivan, and
each of them severally, acting alone and without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as such person might or could do in person, hereby to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming each act that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities indicated on January 22, 2002.

         Signature                     Title
         ---------                     -----

/s/ Andrew J. Filipowski               Chairman of the Board and Chief Executive
---------------------------------      Officer
    Andrew J. Filipowski

/s/ Michael P. Cullinane               Executive Vice President, Chief Financial
---------------------------------      Officer, Treasurer, and Director
    Michael P. Cullinane

/s/ Paul Humenansky                    President, Chief Operating Officer, and
---------------------------------      Director
    Paul Humenansky

/s/ Tommy Bennett                      Director
---------------------------------
    Tommy Bennett

                                      II-6
Signature                                   Title
         ---------                                   -----

 /s/ John Cooper                                     Director
----------------------------------
    John Cooper

__________________________________                   Director
    James E. Cowie

__________________________________                   Director
    Michael H. Forster

 /s/ Arthur W. Hahn                                  Director
----------------------------------
    Arthur W. Hahn

__________________________________                   Director
    Thomas J. Meredith

__________________________________                   Director
    J. Kevin Nater

 /s/ John Rau                                        Director
----------------------------------
    John Rau

                                      II-7
INDEX TO EXHIBITS

Exhibits                           Description
-------- -----------------------------------------------------------------------
4.4      Data Return Corporation Stock Option Plan.

4.5      Form of Option Agreement under the Data Return Corporation Stock Option
         Plan.

5.1      Opinion of Bell, Boyd & Lloyd LLC, counsel to divine, as to the
         legality of the shares of common stock being offered under the Data
         Return Corporation Stock Option Plan.

23.1     Consent of KPMG LLP.

23.2     Consent of Bell, Boyd & Lloyd LLC (contained in its opinion filed as
         Exhibit 5.1).

23.3     Consent of Deloitte & Touche LLP, with respect to the financial
         statements of Eprise Corporation.

23.4     Consent of Arthur Andersen LLP, with respect to the financial
         statements of Open Market, Inc.

23.5     Consent of PricewaterhouseCoopers LLP, with respect to the financial
         statements of FutureTense, Inc. included in the financial statements of
         Open Market, Inc.

23.6     Consent of Arthur Andersen LLP, with respect to the financial
         statements of eshare communications, Inc.

23.7     Consent of KPMG LLP, with respect to their report on the 1998 financial
         statements of eshare.com, Inc. (formerly eshare Technologies, Inc.).

23.8     Consent of PricewaterhouseCoopers LLP, with respect to the financial
         statements of RoweCom Inc.

24.1     Power of Attorney (included on the signature page of this registration
         statement).

                                      II-8