<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)

                     divine, inc. 1999 Stock Incentive 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         36,632,421
share                                               shares            $0.705 (3)             $25,825,856      $2,376
=======================================================================================================================
</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 plan
     in accordance with Rule 416 under the Securities Act of 1933.

(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 January
     17, 2002.

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

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

<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 the divine, inc. 1999 Stock Incentive Plan, as amended May
22, 2001, (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.

                                      I-1

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by divine, inc. ("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

                                      II-1

<PAGE>

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 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   divine's 1999 Stock Incentive Plan, as amended May 22, 2001
               (incorporated by reference to Exhibit 4.6 to divine's
               Registration Statement on Form S-8, File No. 333-62882).

         4.5   Form of Option Agreement under the divine, inc. 1999 Stock
               Incentive Plan, as amended May 22, 2001 (incorporated by
               reference to Exhibit 4.7 to divine's Registration Statement on
               Form S-8, File No. 333-62882).

                                      II-2

<PAGE>

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

         23.1 Consent of KPMG LLP.

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

         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).

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

                                      II-3

<PAGE>

         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 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-4

<PAGE>

         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 22nd day of January, 2002.


                                        divine, inc.



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

                                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.

<TABLE>
<CAPTION>
         Signature                       Title
         ---------                       -----
<S>                                      <C>
 /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,
------------------------------------
    Michael P. Cullinane                 Treasurer, and Director


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


 /s/ Tommy Bennett                       Director
------------------------------------
    Tommy Bennett
</TABLE>

                                      II-5

<PAGE>

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

 /s/ John Cooper                                     Director
--------------------------------
     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-6

<PAGE>

                                INDEX TO EXHIBITS



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

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

  23.1   Consent of KPMG LLP.

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

  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-7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23302}]
{"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": "333-81186", "film-number": "02514352"}, "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)

                     divine, inc. 1999 Stock Incentive 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         36,632,421
share                                               shares            $0.705 (3)             $25,825,856      $2,376
=======================================================================================================================
(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 plan
     in accordance with Rule 416 under the Securities Act of 1933.

(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 January
     17, 2002.

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

================================================================================
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 divine, inc. 1999 Stock Incentive Plan, as amended May
22, 2001, (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.

                                      I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by divine, inc. ("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

                                      II-1
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 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   divine's 1999 Stock Incentive Plan, as amended May 22, 2001
               (incorporated by reference to Exhibit 4.6 to divine's
               Registration Statement on Form S-8, File No. 333-62882).

         4.5   Form of Option Agreement under the divine, inc. 1999 Stock
               Incentive Plan, as amended May 22, 2001 (incorporated by
               reference to Exhibit 4.7 to divine's Registration Statement on
               Form S-8, File No. 333-62882).

                                      II-2
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
              divine, inc. 1999 Stock Incentive Plan, as amended May 22, 2001.

         23.1 Consent of KPMG LLP.

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

         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).

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

                                      II-3
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 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-4
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 22nd day of January, 2002.

                                        divine, inc.

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

                                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,
------------------------------------
    Michael P. Cullinane                 Treasurer, and Director

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

 /s/ Tommy Bennett                       Director
------------------------------------
    Tommy Bennett
II-5
Signature                                   Title
         ---------                                   -----

 /s/ John Cooper                                     Director
--------------------------------
     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-6
INDEX TO EXHIBITS

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

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

  23.1   Consent of KPMG LLP.

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

  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-7