<PAGE>

     As filed with the Securities and Exchange Commission on June 13, 2001
                                                     Registration No. ____-_____
================================================================================


                      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)

                    divine, inc. 2001 Stock Incentive Plan
                    divine, inc. 1999 Stock Incentive Plan
                           (Full Title of the Plans)

                            Jude M. Sullivan, Esq.
                         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>
==========================================================================================================
                                                         Proposed             Proposed
                                     Amount              Maximum              Maximum          Amount of
  Title of Each Class of              to be           Offering Price         Aggregate        Registration
Securities to be Registered       Registered(1)         Per Share          Offering Price         Fee
----------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                  <C>                <C>
Class A Common Stock,
 par value $.001 per
 share                          29,000,000 Shares        $2.065(2)           $59,885,000(2)     $14,971(2)
----------------------------------------------------------------------------------------------------------
Class A Common Stock,
 par value $.001 per
 share                             677,777 Shares        $2.065(3)           $ 1,399,610(3)     $   350(3)
----------------------------------------------------------------------------------------------------------
    Total                       29,677,777 Shares           --                    --            $15,321
==========================================================================================================
</TABLE>

(1)  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
     divine, inc. 1999 Stock Incentive Plan or the divine, inc. 2001 Stock
     Incentive Plan, as appropriate, in accordance with Rule 416 under the
     Securities Act of 1933.

(2)  In accordance with Rule 457(h), calculated on the basis of the average of
     the high and low sale prices of the Registrant's common stock as quoted in
     the consolidated reporting system of the Nasdaq National Market on June 11,
     2001 with respect to 29,000,000 shares of Class A Common Stock which may be
     granted under the 2001 Stock Incentive Plan.

(3)  In accordance with Rule 457(h), calculated on the basis of the average of
     the high and low sale prices of the Registrant's common stock as quoted in
     the consolidated reporting system of the Nasdaq National Market on June 11,
     2001 with respect to 677,777 shares of Class A Common Stock which may be
     granted under the 1999 Stock Incentive Plan.

================================================================================
<PAGE>

                                    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 each of the divine, inc. 2001 Stock Incentive Plan and the
divine, inc. 1999 Stock Incentive Plan, as amended as of May 22, 2001
(collectively, the "Plans") 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, inc. ("the Company") 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 in those documents. Written requests for
copies should be directed to the Company's principal executive offices at 1301
North Elston Avenue, Chicago, Illinois, 60622, Attention: General Counsel.
Telephone requests for copies should be directed to the Company's General
Counsel at (773) 394-6600.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2001.

     (c)  The Company's Current Reports on Form 8-K dated, respectively,
          February 5, 2001, February 14, 2001, February 27, 2001, April 2, 2001,
          and April 16, 2001.

     (d)  The description of the Company's Class A Common Stock set forth under
          the caption "Description of Capital Stock" in the Company's
          registration statement on Form S-1 (Reg. No. 333-92851), which
          description is incorporated by reference in the Company's registration
          statement on Form 8-A filed with the SEC on March 21, 2000 (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 the Company 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 which also is or is deemed to be incorporated by reference in
this registration statement modifies or supersedes that statement.

                                     II-1
<PAGE>


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 the
Company to indemnify its directors and officers under specified circumstances.
The Company's Third Amended and Restated Certificate of Incorporation, as
amended, 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 the Company's Board
of Directors, except that the Company will generally not be obligated to
indemnify a person in connection with an action initiated by that person without
the Company's prior written consent. The indemnification under the Company's
Third Amended and Restated Certificate of Incorporation obligates the Company 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 the Company 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. The Company has entered into indemnification agreements with
each of its directors and executive officers providing for the indemnification
discussed above.

     The Company'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 the Company 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 the
Company 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. While 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 the Company 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 which 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 the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     II-2
<PAGE>

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>
     Number                         Description of Exhibit
     ------                         ----------------------
     <S>       <C>
      4.1      Conformed copy of the Company's Third Amended and Restated
               Certificate of Incorporation, as amended (incorporated by
               reference to Exhibit 2.2 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended March 31, 2001).

      4.2      The Company's Amended and Restated By-laws (incorporated by
               reference to Exhibit 3.2 to the Company's Registration Statement
               on Form S-1 Registration Statement 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      divine, inc. 2001 Stock Incentive Plan.

      4.5      Form of Option Agreement under the divine, inc. 2001 Stock
               Incentive Plan.

      4.6      divine, inc. 1999 Stock Incentive Plan, as amended as of May 22,
               2001.

      4.7      Form of Option Agreement under the divine, inc. 1999 Stock
               Incentive Plan, as amended as of May 22, 2001.

      5        Opinion of Bell, Boyd & Lloyd LLC, counsel to the Company, as to
               the legality of the shares of common stock being offered under
               the 2001 Stock Incentive Plan and the 1999 Stock Incentive Plan,
               as amended as of May 22, 2001.

     23.1      Consent of KPMG LLP.

     23.2      Consent of Bell, Boyd & Lloyd LLC (contained in its opinion filed
               as Exhibit 5).

     24        Power of Attorney (included on the signature page of this
               registration statement).
</TABLE>

Item 9.  Undertakings.

     1.   The Company hereby undertakes:

          (a)  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;

                                     II-3
<PAGE>

     provided, however, that paragraphs (a)(i) and (a)(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 Company pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the registration statement.

          (b)  That, for the purpose of determining any liability under the
     Securities Act, 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.

          (c)  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.

     2.   The Company 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 the Company's directors, officers, and
controlling persons pursuant to the foregoing provisions or otherwise, the
Company 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 the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company 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 Company 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-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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 13th day of June, 2001.

                                divine, inc.

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


                               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 or her true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his or
her 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 each 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, this registration
statement has been signed by the following persons in the capacities indicated
on June 13, 2001.


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

/s/ Andrew J. Filipowski               Chairman of the Board and Chief Executive
-----------------------------------    Officer (principal executive officer)
    Andrew J. Filipowski

/s/ Michael P. Cullinane               Executive Vice President, Chief
-----------------------------------    Financial Officer, Treasurer
    Michael P. Cullinane               (principal financial and
                                       accounting officer), and Director


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

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


                                     II-5
<PAGE>



-----------------------------------     Director
            John Cooper

      /s/ James E. Cowie
-----------------------------------     Director
          James E. Cowie

    /s/ Michael H. Forster
-----------------------------------     Director
        Michael H. Forster


-----------------------------------     Director
         Arthur W. Hahn

    /s/ Gregory K. Jones
-----------------------------------     Director
        Gregory K. Jones

   /s/ Thomas J. Meredith
-----------------------------------     Director
       Thomas J. Meredith

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


                                     II-6
<PAGE>

                               INDEX TO EXHIBITS


Exhibits                        Description
--------                        -----------

   4.4    divine, inc. 2001 Stock Incentive Plan.

   4.5    Form of Option Agreement under the divine, inc. 2001 Stock Incentive
          Plan.

   4.6    divine, inc. 1999 Stock Incentive Plan, as amended as of May 22, 2001.

   4.7    Form of Option Agreement under the divine, inc. 1999 Stock Incentive
          Plan, as amended as of May 22, 2001.

   5      Opinion of Bell, Boyd & Lloyd LLC, counsel to the Company, as to the
          legality of the shares of common stock being offered under the 2001
          Stock Incentive Plan and the 1999 Stock Incentive Plan, as amended as
          of May 22, 2001.

  23.1    Consent of KPMG LLP.

  23.2    Consent of Bell, Boyd & Lloyd LLC (contained in its opinion filed as
          Exhibit 5).

  24      Power of Attorney (included on the signature page of this registration
          statement).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22661}]
{"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": "333-62882", "film-number": "1659829"}, "business-address": {"street1": "3333 WARRENVILLE RD SUITE 800", "city": "LISLE", "state": "IL", "zip": "60532", "phone": "6307997500"}, "mail-address": {"street1": "3333 WARRENVILLE ROAD", "street2": "STE 800", "city": "LISLE", "state": "IL", "zip": "60532"}}
As filed with the Securities and Exchange Commission on June 13, 2001
                                                     Registration No. ____-_____
================================================================================

                      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)

                    divine, inc. 2001 Stock Incentive Plan
                    divine, inc. 1999 Stock Incentive Plan
                           (Full Title of the Plans)

                            Jude M. Sullivan, Esq.
                         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
==========================================================================================================
                                                         Proposed             Proposed
                                     Amount              Maximum              Maximum          Amount of
  Title of Each Class of              to be           Offering Price         Aggregate        Registration
Securities to be Registered       Registered(1)         Per Share          Offering Price         Fee
----------------------------------------------------------------------------------------------------------
Class A Common Stock,
 par value $.001 per
 share                          29,000,000 Shares        $2.065(2)           $59,885,000(2)     $14,971(2)
----------------------------------------------------------------------------------------------------------
Class A Common Stock,
 par value $.001 per
 share                             677,777 Shares        $2.065(3)           $ 1,399,610(3)     $   350(3)
----------------------------------------------------------------------------------------------------------
    Total                       29,677,777 Shares           --                    --            $15,321
==========================================================================================================
(1)  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
     divine, inc. 1999 Stock Incentive Plan or the divine, inc. 2001 Stock
     Incentive Plan, as appropriate, in accordance with Rule 416 under the
     Securities Act of 1933.

(2)  In accordance with Rule 457(h), calculated on the basis of the average of
     the high and low sale prices of the Registrant's common stock as quoted in
     the consolidated reporting system of the Nasdaq National Market on June 11,
     2001 with respect to 29,000,000 shares of Class A Common Stock which may be
     granted under the 2001 Stock Incentive Plan.

(3)  In accordance with Rule 457(h), calculated on the basis of the average of
     the high and low sale prices of the Registrant's common stock as quoted in
     the consolidated reporting system of the Nasdaq National Market on June 11,
     2001 with respect to 677,777 shares of Class A Common Stock which may be
     granted under the 1999 Stock Incentive Plan.

================================================================================
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 each of the divine, inc. 2001 Stock Incentive Plan and the
divine, inc. 1999 Stock Incentive Plan, as amended as of May 22, 2001
(collectively, the "Plans") 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, inc. ("the Company") 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 in those documents. Written requests for
copies should be directed to the Company's principal executive offices at 1301
North Elston Avenue, Chicago, Illinois, 60622, Attention: General Counsel.
Telephone requests for copies should be directed to the Company's General
Counsel at (773) 394-6600.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2001.

     (c)  The Company's Current Reports on Form 8-K dated, respectively,
          February 5, 2001, February 14, 2001, February 27, 2001, April 2, 2001,
          and April 16, 2001.

     (d)  The description of the Company's Class A Common Stock set forth under
          the caption "Description of Capital Stock" in the Company's
          registration statement on Form S-1 (Reg. No. 333-92851), which
          description is incorporated by reference in the Company's registration
          statement on Form 8-A filed with the SEC on March 21, 2000 (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 the Company 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 which also is or is deemed to be incorporated by reference in
this registration statement modifies or supersedes that statement.

                                     II-1
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 the
Company to indemnify its directors and officers under specified circumstances.
The Company's Third Amended and Restated Certificate of Incorporation, as
amended, 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 the Company's Board
of Directors, except that the Company will generally not be obligated to
indemnify a person in connection with an action initiated by that person without
the Company's prior written consent. The indemnification under the Company's
Third Amended and Restated Certificate of Incorporation obligates the Company 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 the Company 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. The Company has entered into indemnification agreements with
each of its directors and executive officers providing for the indemnification
discussed above.

     The Company'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 the Company 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 the
Company 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. While 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 the Company 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 which 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 the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     II-2
Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.
Number                         Description of Exhibit
     ------                         ----------------------
4.1      Conformed copy of the Company's Third Amended and Restated
               Certificate of Incorporation, as amended (incorporated by
               reference to Exhibit 2.2 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended March 31, 2001).

      4.2      The Company's Amended and Restated By-laws (incorporated by
               reference to Exhibit 3.2 to the Company's Registration Statement
               on Form S-1 Registration Statement 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      divine, inc. 2001 Stock Incentive Plan.

      4.5      Form of Option Agreement under the divine, inc. 2001 Stock
               Incentive Plan.

      4.6      divine, inc. 1999 Stock Incentive Plan, as amended as of May 22,
               2001.

      4.7      Form of Option Agreement under the divine, inc. 1999 Stock
               Incentive Plan, as amended as of May 22, 2001.

      5        Opinion of Bell, Boyd & Lloyd LLC, counsel to the Company, as to
               the legality of the shares of common stock being offered under
               the 2001 Stock Incentive Plan and the 1999 Stock Incentive Plan,
               as amended as of May 22, 2001.

     23.1      Consent of KPMG LLP.

     23.2      Consent of Bell, Boyd & Lloyd LLC (contained in its opinion filed
               as Exhibit 5).

     24        Power of Attorney (included on the signature page of this
               registration statement).
Item 9.  Undertakings.

     1.   The Company hereby undertakes:

          (a)  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;

                                     II-3
provided, however, that paragraphs (a)(i) and (a)(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 Company pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the registration statement.

          (b)  That, for the purpose of determining any liability under the
     Securities Act, 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.

          (c)  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.

     2.   The Company 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 the Company's directors, officers, and
controlling persons pursuant to the foregoing provisions or otherwise, the
Company 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 the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company 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 Company 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-4
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company 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 13th day of June, 2001.

                                divine, inc.

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

                               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 or her true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his or
her 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 each 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, this registration
statement has been signed by the following persons in the capacities indicated
on June 13, 2001.

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

/s/ Andrew J. Filipowski               Chairman of the Board and Chief Executive
-----------------------------------    Officer (principal executive officer)
    Andrew J. Filipowski

/s/ Michael P. Cullinane               Executive Vice President, Chief
-----------------------------------    Financial Officer, Treasurer
    Michael P. Cullinane               (principal financial and
                                       accounting officer), and Director

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

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

                                     II-5
-----------------------------------     Director
            John Cooper

      /s/ James E. Cowie
-----------------------------------     Director
          James E. Cowie

    /s/ Michael H. Forster
-----------------------------------     Director
        Michael H. Forster

-----------------------------------     Director
         Arthur W. Hahn

    /s/ Gregory K. Jones
-----------------------------------     Director
        Gregory K. Jones

   /s/ Thomas J. Meredith
-----------------------------------     Director
       Thomas J. Meredith

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

                                     II-6
INDEX TO EXHIBITS

Exhibits                        Description
--------                        -----------

   4.4    divine, inc. 2001 Stock Incentive Plan.

   4.5    Form of Option Agreement under the divine, inc. 2001 Stock Incentive
          Plan.

   4.6    divine, inc. 1999 Stock Incentive Plan, as amended as of May 22, 2001.

   4.7    Form of Option Agreement under the divine, inc. 1999 Stock Incentive
          Plan, as amended as of May 22, 2001.

   5      Opinion of Bell, Boyd & Lloyd LLC, counsel to the Company, as to the
          legality of the shares of common stock being offered under the 2001
          Stock Incentive Plan and the 1999 Stock Incentive Plan, as amended as
          of May 22, 2001.

  23.1    Consent of KPMG LLP.

  23.2    Consent of Bell, Boyd & Lloyd LLC (contained in its opinion filed as
          Exhibit 5).

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