<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>d10ka.txt
<DESCRIPTION>AMENDMENT NO 1 TO FORM 10-K
<TEXT>

<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              __________________

                                  FORM 10-K/A


(Mark One)

[X]  Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
     Act of 1934.

For The Fiscal Year Ended: March 31, 2001

                                       or

[_]  Transition Report Pursuant to Section 13 or 15(d) of The Securities
     Exchange Act of 1934.

For the transition period from            to

                        Commission File Number: 0-26245

                                  ESPS, Inc.
            (Exact name of registrant as specified in its charter)



          Delaware                                       23-2762324
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)


1300 Virginia Drive, Suite 125, Ft. Washington, PA          19034
      (Address of principal executive offices)            (Zip Code)


       Registrant's telephone number, including area code: (215) 619-6000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of June 27, 2001 (based on the closing price of $1.02 as quoted by
Nasdaq National Market as of such date) was approximately $17,934,987.

As of June 27, 2001, 17,583,321 shares of the registrant's Common Stock were
outstanding.
                    DOCUMENTS INCORPORATED BY REFERENCE--NONE
<PAGE>

                              TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>                                                                           <C>
            PART III


Item 10.    Directors and Executive Officers of the Registrant..............  3
Item 11.    Executive Compensation..........................................  4
Item 12.    Security Ownership of Certain Beneficial Owners and Management..  7
Item 13.    Certain Relationships and Related Transactions..................  8

            Signature Page..................................................  9
</TABLE>


                                EXPLANATORY NOTE

This amendment on Form 10-K/A (the "Amendment") amends the Registrant's Annual
Report on Form 10-K filed by the Registrant on July 3, 2001 (the "Annual
Report"), and is being filed solely to amend and restate in its entirety Part
III of the Annual Report. The Amendment does not amend or alter the information
set forth in Parts I, II or IV of the Annual Report.

                                       2
<PAGE>




                                   PART III

Item 10.  Directors and Executive Officers of the Registrant.

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of Liquent.
Officers, directors and ten-percent shareholders are required by SEC regulation
to furnish us with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of such reports received by us and written
representations from certain reporting persons that no Forms 5 were required for
those persons, we believe that during the fiscal year ended March 31, 2001, all
filing requirements applicable to its officers, directors and ten-percent
shareholders were satisfied except the following Form 3's which were filed late.

--------------------------------------------------------------------------------
Name                       Date of              Date filed             Days
                           event                                       Late
--------------------------------------------------------------------------------
Kenneth Kaisen             4/14/00                6/9/00                46
--------------------------------------------------------------------------------
Margaret A. Archdeacon     5/24/00                6/9/00                 6
--------------------------------------------------------------------------------
Kevin Buxton               5/24/00                6/9/00                 6
--------------------------------------------------------------------------------
Norman E. Corn             6/1/00                 8/10/00               60
--------------------------------------------------------------------------------
Frances Moscoe             6/2/00                 8/10/00               59
--------------------------------------------------------------------------------
William J. Miller          9/8/00                 9/25/00                7
--------------------------------------------------------------------------------
Eric Haskell               9/8/00                 9/25/00                7
--------------------------------------------------------------------------------
Henry A. Hill              10/23/00               11/10/00               8
--------------------------------------------------------------------------------
Hugh A. Tammassia          1/23/01                2/9/01                 7
--------------------------------------------------------------------------------
John C. Gregitis           2/26/01                5/1/01                54
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Compensation of Directors

     In general, Directors who are not employees of Liquent receive a fee of
$1,000 for attendance at each regular meeting of the Board of Directors, and are
also reimbursed for their reasonable out-of-pocket expenses incurred in
attending meetings. Non-employee Directors are also eligible to receive annual
stock option grants under our 1995 Incentive Stock Option Plan. Mr. Hollenbeck
does not receive a fee of $1,000 for attendance at regular meetings of the Board
of Directors or stock option grants. Directors who are employees are not
compensated for their service on the Board of Directors or any committee
thereof.

                                       3
<PAGE>

Item 11.   Executive Compensation.

     The following table sets forth information concerning the compensation for
services in all capacities to the Company for the fiscal years ended March 31,
2001, 2000 and 1999, of those persons who at March 31,2001 were (I) the Chief
Executive Officer, (ii) each of the four other most highly compensated executive
officers of the Company in office who earned more than $100,000 in salary and
bonus in fiscal 2001 (collectively, the "Named Executive Officers"), and a
former executive officer of the Company who was not employed by the Company on
March 31, 2001.

                           Summary Compensation Table
                           --------------------------

<TABLE>
<CAPTION>
                                                                            Annual                    Long-Term
                                                                         Compensation               Compensation
                                                                                                    ------------
                                                                                                       Awards
                                                            --------------------------------------     ------
                                                                                      Other Annual   Securities    All Other
                                                                                      ------------                ----------
Name and Principal Position                           Year   Salary($)    Bonus($)    Compensation  Underlying   Compensation
---------------------------                           ----   ---------    --------    ------------  ----------   ------------
                                                                                          ($)        Options (#)      ($)
                                                                                          ---        -----------      ---
<S>                                                   <C>    <C>          <C>         <C>           <C>         <C>
R. Richard Dool................................       2001   $ 220,417    $ 30,000    $  3,954   (b)     600,000       2,869 (f)
   President and Chief Executive Officer and          2000      19,744      26,500          --           150,000          --
        Director                                      1999          --          --          --                --          --

Norman Corn....................................       2001     127,717      38,900       5,295 (b,c)     300,000
   Executive Vice President

Henry Hill.....................................       2001      79,846      84,395(a)    3,295   (b)     125,000       1,443 (f)
   Senior Vice President, Client Services

Jeffrey C. Sager...............................       2001     167,850      83,636     152,498 (b,e)     116,667       2,035 (f)
   Vice President, Content Technologies               2000     139.756      58,472          --            66,666
                                                      1999     130,000      36,750          --            58,000          --

George B. Pearcy...............................       2001     127,308      14,852       3,295   (b)      12,000       1,482 (f)
VicePresident, Human Assets                           2000     127,718      40,071          --                --          --
                                                      1999     120,000      31,500          --                --          --

Terrence P. Brennan (1)........................       2001      41,105      50,000     848,126   (d)          --      87,500 (g)
   Former President and Chief Executive Officer       2000     175,000      84,415          --                --          --
                                                      1999     175,000      65,625          --                --          --
</TABLE>

                                       4
<PAGE>


(1)  Mr. Brennan joined Liquent in October 1995 and resigned as President and
     Chief Executive Officer on April 24, 2000. Mr. Brennan resigned as Chairman
     of the Board of ESPS on June 29, 2000.


     (a)  On October 23, 2000, Henry Hill joined Liquent as Senior Vice
          President, Client Services. As an incentive for him to take the
          position, he was awarded a $30,000 sign on bonus, an $18,000 draw
          guarantee and $8,000 in a relocation bonus. All of Mr. Hill's other
          Annual Compensation is grossed-up for tax liabilities (normally not
          provided to employees). Liquent currently gives signing bonuses to the
          majority of new executives.
     (b)  Perquisites include a car allowance of $3,295 for all executives
          except Mr. Dool who received $3,954.
     (c)  A recruiting bonus of $2,000 was paid to Mr. Corn.
     (d)  Mr. Brennan purchased and sold 217,030 shares of common stock at $0.08
          via the same-day-sale cashless method. Mr. Brennan recognized $848,126
          of taxable income on the transaction. Mr. Brennan purchased 231,561
          shares of common stock at $0.08 on July 14, 2000.
     (e)  Mr. Sager purchased and sold 43,000 shares of common stock at $0.07
          via the same-day-sale cashless method. Mr. Sager recognized $149,203
          of taxable income on the transaction.
     (f)  Represents employer matching contributions to the Company 401 (k)
          Plan.

     (g)  On June 29, 2000, Mr. Brennan terminated his employment with the
          Company. As a part of this termination, he was paid a severance equal
          to six months' salary at his pay rate on April 24, 2000.


          The following table contains information regarding options granted in
the fiscal year ended March 31, 2001 to the Named Executive Officers. The
potential realizable value over the terms of the options is based on assumed
rates of stock appreciation in compliance with the rules of the SEC and do not
represent our estimate of future stock price. Actual gains, if any, on stock
option exercises will be dependent on the future performance of ESPS common
stock. For the fiscal year ended March 31, 2001, we granted options to acquire
up to an aggregate of 3,528,284 shares to employees and directors, all under the
1995 stock incentive plan and all at an exercise price equal to not less than
the fair market value of our common stock on the date of grant as determined in
good faith by the board of directors. Optionees may pay the exercise price by
cash or check, promissory note, delivery of already-owned shares of our common
stock or by a cashless exercise procedure. Options under the 1995 stock
incentive plan generally vest over four years with 25% of the shares vesting on
the first anniversary of the grant date, and the remaining option shares vesting
6.25% in every calendar quarter after the first anniversary of the grant date.
We may modify the standard vesting schedule. 16,667 options granted to Mr. Sager
during the fiscal year ended March 31, 2001 had immediate vesting.

                                       5
<PAGE>


<TABLE>
<CAPTION>
                                        Option Grants in Last Fiscal Year
                                                                                       Potential realized
                                            Individual Grants............              Value at Assumed
                                            -----------------------------
                                                                                         Annual rates of
                         Number of         % of                                               Stock Price
                         Securities    Total Options                                          Appreciation for
                         Underlying     Granted to                                              Option Term
                                                                                                -----------
                          Options      Employees in    Exercise     Expiration
Name                     Granted(#)     Fiscal Year  Price ($/Sh       Date            5%             10%
----                     ----------     -----------  -----------       ----            --             ---
<S>                      <C>            <C>          <C>            <C>             <C>            <C>
R. Richard Dool             600,000          17.0          3.38       5/23/05       556,470        1,233,283
Terrence P. Brennan (1)          --            --            --         --               --               --
Norman Corn                 300,000           8.5          3.63       6/1/05        298,956          662,430
George B. Pearcy             12,000            .3          3.79       7/21/05        12,431           27,596
Jeffrey C. Sager (2)        100,000           2.8            (3)        (3)         171,990          393,389
</TABLE>



     (1)  Mr. Brennan terminated employment on June 29, 2000.

     (2)  Mr. Sager was granted 16,667 options at $3.88, expiration date of
          5/1/05 and 100,000 options at $3.88, expiration date of 6/30/05.

     The following table presents information regarding the value realized upon
exercise of options during the fiscal year ended March 31, 2001 and the number
and value of unexercised options held by the executive officers named in the
summary compensation table above.

              Aggregated Option Exercises in the Last Fiscal Year
                           And FY-End Option Values


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                  Number of Securities Underlying   Value of Unexercised In-the
                             Shares Acquired    Value Realized   Unexercised Options at Fiscal year   Money Options at Fiscal
                                                                 ---------------------------------- ----------------------------
           Name              on Exercise (#)         ($)(1)                      End (#)                 Year End ($)(2)
           ----              ---------------         ------                      -------                 ---------------
--------------------------------------------------------------------------------------------------------------------------------
                                                                  Exercisable     Unexercisable    Exercisable   Unexercisable
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>              <C>              <C>              <C>           <C>
R. Richard Dool                             --              --          37,500            712,500           --               --
--------------------------------------------------------------------------------------------------------------------------------
Terrence P. Brennan (3)                448,591       1,669,959              --                 --           --               --
--------------------------------------------------------------------------------------------------------------------------------
Norman Corn                                 --              --              --            300,000           --               --
--------------------------------------------------------------------------------------------------------------------------------
Henry Hill                                  --              --              --            125,000           --               --
--------------------------------------------------------------------------------------------------------------------------------
Jeffrey C. Sager                        43,000         149,203         163,582            134,438       90,957            9,651
--------------------------------------------------------------------------------------------------------------------------------
George B. Pearcy                        24,469          62,543         237,437             25,594      421,403           24,126
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


     (1)  Value Realized represents the fair market value of the shares of
          common stock underlying the options on the date of exercise less the
          aggregate exercise price of the option.

     (2)  Value presented is based upon (i) the difference between the fair
          value of the Company's common stock on March 30, 2001 ($1.8438 per
          share) and (ii) the exercise price of unexercised-in-the-money
          options.


     (3)  Mr. Brennan terminated employment on June 29, 2000.


                                       6
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     The following table presents stock ownership information, as of May 31,
2001, with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, each director and each Named Executive Officer and all current directors
and executive officers as a group.


<TABLE>
<CAPTION>
                                                      Shares        Options                     Percent
  Beneficial Owner(1)                                 Owned      Exercisable(2)     Total      of Class
  -------------------                                 -----      --------------     -----      --------
<S>                                                 <C>          <C>              <C>          <C>
Adobe Incentive Partners L.P                        4,916,244            --       4,916,244      29.8%
   345 Park Avenue
   San Jose, CA 95110
Adobe Incentive Partners L.P                        2,900,000            --       2,900,000      17.5%
   1 Bush Street, 12/th/ Floor
   San Francisco, CA 94104

Terrence P. Brennan(3)                                912,777(4)         --         912,777       5.5%

R. Richard Dool                                            --       234,375         234,375       1.4%

Norman Corn                                                --        93,750          93,750         *

Henry Hill                                                 --            --              --         *

George B. Pearcy                                       47,685       246,500         294,185       1.8%

Jeffrey C. Sager                                       35,186       205,707         240,893       1.4%

Eric Haskell                                               --        45,000          45,000         *

Charles O. Heller                                     168,028        63,781         231,809       1.4%

Christopher B. Hollenbeck                              50,000        11,500          61,500         *

Kenneth Kaisen                                             --        20,000          20,000         *

William J. Miller                                      50,000        45,000          95,000         *

Michael Sorkin                                         10,000        45,000          55,000         *

All current Directors, nominees and executive
   officers as a group (18 persons)                   402,087     1,135,675       1,537,762       8.5%
</TABLE>


                                       7
<PAGE>

 *   Represents less than 1% of our outstanding common stock.

(1)  Unless otherwise indicated below, the persons and entities named in the
     table have sole voting and sole investment power with respect to all shares
     beneficially owned, subject to community property laws where applicable.
     Shares of common stock subject to options that are currently exercisable or
     exercisable within 60 days are deemed to be outstanding and to be
     beneficially owned by the person holding such options or convertible notes
     for the purpose of computing the percentage ownership of such person but
     are not treated as outstanding for the purpose of computing the percentage
     ownership of any other person.

(2)  Options Exercisable are options currently exercisable or exercisable within
     60 days of May 31, 2001.

(3)  Mr. Brennan joined Liquent in October 1995 and terminated employment on
     June 29, 2000.


(4)  Mr. Brennan's shares owned is based on information filed on Form 4's.

Item 13.  Certain Relationships and Related Transactions.

     On April 14, 2000, Kenneth R. Kaisen was appointed to the Liquent Board of
Directors. Mr. Kaisen currently is the Vice President, Information Management
and Chief Information Officer for the Industry Solutions Operations organization
within Xerox Corporation. Mr. Kaisen's appointment took place shortly after
Xerox entered a long-term, multi-million dollar technology development and
reseller agreement with Liquent that included the creation of a Xerox seat on
our board of directors and Xerox participation on our Technical Advisory Board.

     On June 5, 2000, the Company loaned to Jeffrey Sager, the Company's Vice
President, Content Technologies, $100,000 in connection with Mr. Sager's
purchase of a personal residence. The loan is evidenced by a promissory note
which bears interest at a rate of 5 percent and is secured by all of the
tangible assets that Mr. Sager owns. The amount due under the note is payable in
full on the earliest to occur of (i) June 5, 2002, (ii) voluntary termination by
either party, (iii) termination of Mr. Sager for cause or (iv) early payment by
Mr. Sager.

                                       8
<PAGE>

                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                 LIQUENT, Inc.


July 9, 2001                      By: /s/   R. Richard Dool


                                           R. Richard Dool
                                         President and Chief
                                          Executive Officer

                                  /s/   CHRISTOPHER MESHGINPOOSH


                                           Christopher Meshginpoosh
                                            Chief Financial Officer
                                  (Principal Financial and Accounting Officer)

                                       9
</TEXT>
</DOCUMENT>
