UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Artemis International Solutions Corporation f/n/a
Opus360 Corporation
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
68400F109
(CUSIP Number)
Pekka Pere with copies to:
Proha Plc Petri Y.J. Haussila, Esq.
Maapallonkuja 1 A White & Case LLP
FIN-02210 Espoo Etelaranta 14
Finland FIN-00130 Helsinki
011-358-20-4362-000 Finland
011-358-9-228-228-641
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 20, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box |_|.
Page 1 of 7
CUSIP No. 68400F109
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Proha Plc I.R.S. IDENTIFICATION NO. ___________
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Finland
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 199,426,560
WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
199,426,560
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,426,560
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D/A
OPUS360 CORPORATION
This Amendment No. 2 amends and supplements the Schedule 13D filed on
April 23, 2001 (the "Statement") by Proha Plc, a public company listed on the
Helsinki Stock Exchange and incorporated under the laws of Finland ("Proha"), as
amended by Amendment No. 1 thereto filed on August 1, 2001, in relation to the
common stock, par value $0.001 per share (the "Common Stock"), of Artemis
International Solutions Corporation f/n/a Opus360 Corporation, a Delaware
corporation (the "Issuer"). Capitalized terms used but not defined herein have
the meaning ascribed to such terms in the Statement.
Item 4. Purpose of the Transaction
The prior responses to this item set forth in the Statement are
deleted in their entirety and replaced by the following:
"(a) - (j) On April 11, 2001, Proha and the Issuer entered into a
Share Exchange Agreement (the "April Share Exchange Agreement"), which was filed
by the Issuer as Exhibit 2.1 to the Current Report on Form 8-K by the Issuer
with the Securities and Exchange Commission (the "SEC") on April 12, 2001 (SEC
file number 000-29793) and is incorporated herein by reference, as amended by
the First Amendment to the Share Exchange Agreement, dated July 10, 2001 (the
"First Amendment", and together with the April Share Exchange Agreement, the
"Share Exchange Agreement"), which was filed by the Issuer as Exhibit 2.1 to the
Current Report on Form 8-K with the SEC on July 12, 2001 (SEC file number
000-29793) and is incorporated herein by reference. Pursuant to the Share
Exchange Agreement and subject to the terms and conditions set forth therein,
the Issuer issued to Proha 73,938,702 shares of Common Stock (the "First
Tranche") on July 31, 2001 (the "First Closing Date") which represented
approximately 37.1% of the total number of shares of Common Stock the Issuer is
obligated to issue to Proha under the Share Exchange Agreement. In consideration
for the issuance of the First Tranche on the First Closing Date, Proha assigned,
transferred and delivered to the Issuer, and the Issuer accepted delivery at the
First Closing (as defined below) of all of the issued and outstanding shares of
Artemis Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Proha (the "Artemis Shares"). The consummation of such
transactions are collectively referred to herein as the "First Closing".
Pursuant to the Share Exchange Agreement and subject to the terms and conditions
set forth therein, the Issuer issued to Proha 125,487,858 shares of Common Stock
(the "Second Tranche") on November 20, 2001 (the "Second Closing Date") which,
together with the First Tranche, represents 100% of the total number of shares
of Common Stock the Issuer is obligated to issue to Proha under the Share
Exchange Agreement. The Second Tranche is equal to (x) 80% of the Common Stock
on a fully-diluted basis as of the First Closing Date, less (y) the sum of the
First Tranche and any other shares of Common Stock issued to Proha prior to the
Second Closing Date. In consideration for the issuance of the Second Tranche on
the Second Closing Date, Proha assigned, transferred and delivered to the
Issuer, and the Issuer took delivery at the Second Closing (as defined below),
of (i) a number of shares of Intellisoft Oy, a Finnish corporation and a
wholly-owned subsidiary of
Page 3 of 7
Proha, equal to 19.9% of the issued and outstanding shares of Intellisoft Oy on
a fully-diluted basis (the "Intellisoft Shares"), and (ii) a number of shares of
Accountor Oy, a Finnish corporation and a wholly-owned subsidiary of Proha,
representing 19.9% of the issued and outstanding shares of Accountor Oy on a
fully-diluted basis (the "Accountor Shares", and together with the Artemis
Shares and the Intellisoft Shares, the "Exchanged Shares"). The consummation of
such transactions is collectively referred to herein as the "Second Closing".
As of July 31, 2001, in accordance with the Share Exchange Agreement,
the composition of the Board of Directors of the Issuer was changed to consist
of 8 members, 5 of which are nominees of Proha. Pursuant to the Share Exchange
Agreement, the Issuer's Board of Directors is adjusted as follows: so long as
Proha, or any Proha successor, beneficially owns at least (i) 50% of the
aggregate issued and outstanding shares of Common Stock, the Issuer's Board of
Directors shall include 5 nominees of Proha, (ii) 33.33% but less than 50% of
the aggregate issued and outstanding shares of Common Stock, the Issuer's Board
of Directors shall include 4 nominees of Proha, and (iii) 10% but less than
33.33% of the aggregate issued and outstanding shares of Common Stock, the
Issuer's Board of Directors shall include 3 nominees of Proha.
The Share Exchange Agreement requires Proha to exercise its purchase
option within 90 days after January 1, 2002 to acquire the remaining and
outstanding shares of Artemis International GmbH, a subsidiary of Artemis
Acquisition Corporation, pursuant to a Share Option Agreement, dated December 4,
2000, by and between Proha and Holger Blumenthal and David Thomson. Proha shall
transfer such shares to the Issuer at no additional consideration.
Ari Horowitz (the "Stockholder") entered into a Voting Agreement on
April 11, 2001 (the "Stockholder Voting Agreement") with Proha whereby the
Stockholder agreed to, among other things, vote the Stockholder's shares of
Common Stock in favor of the transactions contemplated by the Share Exchange
Agreement at a meeting of the Issuer's stockholders called for the purpose of
securing approval of the transactions contemplated by the Share Exchange
Agreement by the Issuer's stockholders, including the amendment and restatement
of the Issuer's certificate of incorporation to increase the Issuer's authorized
Common Stock in order to permit the issuance of the Second Tranche (the
"Stockholder Approval"). In furtherance of the foregoing, the Stockholder had
granted an irrevocable proxy to Proha (the "Proha Irrevocable Proxy") to vote
the Stockholder's shares of Common Stock as described above. The Proha
Irrevocable Proxy was granted only to secure the performance of the duties of
the Stockholder pursuant to the Stockholder Voting Agreement. Proha voted all of
the shares of Common Stock subject to the Proha Irrevocable Proxy in favor of
the Stockholder Approval at the November 20, 2001 stockholders meeting. All
obligations under the Stockholder Voting Agreement, except with respect to
liability for prior breaches thereof, have been satisfied. The Stockholder
Voting Agreement is filed as Exhibit 10.1 hereto.
At the First Closing, Proha entered into a Voting Agreement dated July
31, 2001 (the "Proha Voting Agreement") with the Stockholder, the form of which
was filed by the Issuer as Exhibit 10.1 to the Current Report on Form 8-K with
the U.S. Securities and Exchange Commission (the "SEC") on July 12, 2001 (SEC
file number 000-29793), whereby the
Page 4 of 7
Stockholder agreed to, among other things, vote the shares of Common Stock owned
by Proha for the purpose of effecting the Stockholder Approval. In furtherance
of the foregoing, Proha has granted to the Stockholder an irrevocable proxy (the
"Stockholder Irrevocable Proxy") to vote the shares of Common Stock owned by
Proha as described above. The Stockholder Irrevocable Proxy is granted only to
secure the performance of the duties of Proha pursuant to the Proha Voting
Agreement. The Stockholder voted all of the shares of Common Stock subject to
the Proha Irrevocable Proxy in favor of the Stockholder Approval at the November
20, 2001 stockholder meeting. All obligations under the Proha Voting Agreement,
except with respect to liability for prior breaches thereof, have been
satisfied.
Proha and the Issuer entered into a Registration Rights Agreement at
the First Closing (the "Registration Rights Agreement"). The Registration Rights
Agreement grants to Proha and its assignees (the "Holders") the right to require
the Issuer to register for offer and sale under the Securities Act of 1933 all
or a portion of the shares of Common Stock acquired by Proha under the Share
Exchange Agreement or other securities of the Issuer subsequently acquired by
Proha (collectively, the "Registerable Securities"). In addition, a majority of
Holders may request that the Issuer effect a shelf registration on Form S-3, if
eligible, covering all or a portion of the Registerable Securities then
outstanding. The Holders also have the right, subject to certain limitations, to
request the Issuer include their respective Registerable Securities in a
registration undertaken by the Issuer for its own behalf or on behalf of any of
its other stockholders. All requests for registrations are subject to customary
terms and conditions. The Issuer has agreed to pay all registration expenses
incurred by it in connection with the exercise of registration rights by the
Holders. The Registration Rights Agreement is filed as Exhibit 10.2 hereto.
The description of each of the agreements herein are qualified in
their entirety by reference to such agreements, copies of which are filed as
Exhibits hereto or are incorporated by reference from other filings of the
Issuer with the SEC.
Other than as described herein, Proha nor, to the best if their
knowledge, any of the individuals referred to in Item 2, has any present plan or
proposal which relates to, or could result in the occurrence of, any of the
events referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D
(although they reserve the right to develop such plans)."
Item 5. Interest in Securities of the Issuer
The prior responses to this item set forth in the Statement are
deleted in their entirety and replaced by the following:
"(a) Proha's beneficial ownership of (i) 73,938,702 shares of Common
Stock, as a result of its acquisition of Common Stock at the First Closing
pursuant to the Share Exchange Agreement, and (ii) 125,487,858 shares of Common
Stock, as a result of its acquisition, of Common Stock at the Second Closing
pursuant to the Share Exchange Agreement constitute beneficial ownership of 80%
of the total number of shares of outstanding Common Stock as of November 20,
2001 (based on the Issuer's representations made pursuant to the Share Exchange
Agreement).
Page 5 of 7
(b) In respect of the shares of Common Stock acquired at the First
Closing and Second Closing pursuant to the Share Exchange Agreement, Proha has
sole power to vote or to direct to vote and sole power to dispose or to direct
the disposition of 199,426,650 shares of Common Stock, which represent 80% of
the shares of issued and outstanding Common Stock as of November 20, 2001 (based
on the Issuer's representations made pursuant to the Share Exchange Agreement).
(c) Except as described herein, neither Proha nor, to the best of
Proha's knowledge, any of the persons referred to in Schedule I attached hereto,
beneficially owns or has acquired or disposed of any shares of Common Stock
since April 23, 2001.
(d) Not applicable.
(e) Not applicable."
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 28, 2001
PROHA PLC
By: /s/ Pekka Pere
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Name: Pekka Pere
Title: Chief Executive Officer
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