SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
f/k/a OPUS360 CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
-----------------------------------------------------------------
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[GRAPHIC OMITTED]
[LOGO]
ARTEMIS
April 30, 2002
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Artemis International Solutions Corporation (f/k/a Opus360 Corporation) (the
"Company"), which will be held at the Country Inn & Suites, 325 Bristol Street,
Costa Mesa, California 92626, on June 5, 2002, at 10:00 a.m., local time. We
look forward to greeting as many of our stockholders as possible.
This booklet includes the Notice of Annual Meeting and the Proxy
Statement. The Proxy Statement describes the business to be conducted at the
Annual Meeting and provides other information concerning the Company which you
should be aware of when you vote your shares.
Whether or not you attend the Annual Meeting, it is important that your
shares be represented and voted at the meeting. Stockholders of record can vote
their shares by using the telephone or by marking your votes on the enclosed
proxy card, signing, dating and mailing the proxy card in the enclosed
envelope. If you decide to attend the Annual Meeting and vote in person, you
may then withdraw your proxy.
On behalf of the Board of Directors and the employees of Artemis
International Solutions Corporation, I would like to express my appreciation
for your continued interest in the affairs of the Company.
Sincerely,
Michael J. Rusert
President and Chief Executive Officer
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
f/k/a
OPUS360 CORPORATION
4041 MACARTHUR BOULEVARD
SUITE 260
NEWPORT BEACH, CA 92660
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 5, 2002
NOTICE IS HEREBY GIVEN that an Annual Meeting of stockholders of Artemis
International Solutions Corporation (f/k/a Opus360 Corporation), a Delaware
corporation, will be held at Country Inn & Suites, 325 Bristol Street, Costa
Mesa, California 92626 on June 5, 2002 at 10:00 a.m. local time, to consider
the following matters described in the accompanying proxy statement:
1. To elect directors; and
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, which contains our combined and consolidated financial
statements, is included with this mailing.
The Board of Directors has fixed the close of business on April 29, 2002,
as the record date for determining stockholders entitled to receive notice of
and to vote at the Annual Meeting and at any adjournment thereof. A list of
such stockholders will be available for examination by any stockholder at the
Annual Meeting and, for any purpose germane to the Annual Meeting, at the
office of the Secretary of the Company, 4041 MacArthur Boulevard, Suite 260,
Newport Beach, California 92660 for a period of ten days prior to the Annual
Meeting. The officers and directors of the Company cordially invite you to
attend the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. To assure your representation at the Annual Meeting, however, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage prepaid envelope enclosed for that purpose. Any
stockholder attending the Annual Meeting may vote in person even if such
stockholder has returned a proxy.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY MAIL YOUR PROXY IN THE ENVELOPE PROVIDED FOR YOUR
CONVENIENCE. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING
AND, IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
/s/ CHARLES F. SAVONI
---------------------
Charles F. Savoni
Secretary
Newport Beach, California
Dated: April 30, 2002
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
f/k/a
OPUS360 CORPORATION
4041 MACARTHUR BOULEVARD
SUITE 260
NEWPORT BEACH, CA 92660
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON JUNE 5, 2002
---------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Artemis International Solutions
Corporation (f/k/a Opus360 Corporation) (referred to throughout this Proxy
Statement as "Artemis International," the "Company," "we," "our" or "us") for
use at the Company's Annual Meeting of Stockholders to be held on June 5, 2002
(the "Annual Meeting") at 10:00 a.m., local time, at the Country Inn & Suites,
325 Bristol Street, Costa Mesa, California 92626 and at the adjournment
thereof. This Proxy Statement and the accompanying proxy are being mailed to
our stockholders on or about April 30, 2002.
THE PROXY
The persons named as proxyholders, Michael J. Rusert and Charles F.
Savoni, were selected by the Board of Directors of the Company. Mr. Rusert and
Mr. Savoni are both executive officers of the Company: Mr. Rusert is President
and Chief Executive Officer; and Mr. Savoni is Senior Vice Presdent, General
Counsel.
All shares represented by each properly executed, unrevoked proxy received
in time for the Annual Meeting will be voted in the manner specified therein.
If no specification is made on the proxy as to any one or more of the
proposals, the Common Stock of the Company represented by the proxy will be
voted for the election of the directors named in the Proxy Statement and with
respect to any other matters that may come before the Annual Meeting, at the
discretion of the proxyholders. The Company does not currently know of any
other such business. An executed proxy may be revoked at any time before its
exercise by filing with the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date. The execution of the
enclosed proxy will not affect a stockholder's right to vote in person should
such stockholder find it convenient to attend the Annual Meeting and desire to
vote in person.
VOTING AT THE ANNUAL MEETING
The only issued and outstanding voting securities of the Company are its
shares of Common Stock, $.001 par value (the "Common Stock"), of which
249,124,566 shares were outstanding at the close of business on April 29, 2002.
Only holders of record at the close of business on April 29, 2002, are entitled
to receive notice of and to vote at the Annual Meeting and any adjournment
thereof. Except as described below, the holders of the Common Stock of the
Company are entitled to one vote per share on each matter submitted to a vote
of the stockholders. The Company's Bylaws do not provide for cumulative voting
by stockholders.
The holders of a majority of the Company's outstanding Common Stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting or any adjournment thereof. While there is no
definitive statutory or case law authority in Delaware as to the proper
treatment of abstentions (also referred to as withheld votes), the Company
believes that abstentions should be
1
counted for purposes of determining if a quorum is present at the Annual
Meeting for the transaction of business. With respect to broker nominee votes,
the Delaware Supreme Court has held that broker nominee votes may be counted as
present or represented for purposes of determining the presence of a quorum.
Abstentions are included in determining the number of shares voted on the
proposals submitted to stockholders (other than the election of directors) and
will have the same effect as a vote against such proposals.
SOLICITATION
The expense of soliciting proxies will be borne by the Company. Proxies
will be solicited principally through the use of the mail, but directors,
officers and regular employees of the Company may solicit proxies personally or
by telephone or special letter without any additional compensation. The Company
also will reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for any reasonable expenses in forwarding proxy materials to
beneficial owners.
2
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Annual Meeting, four individuals are to be elected to hold office
until their term expires and until their successors are elected and qualified.
It is intended that the accompanying proxy will be voted in favor of the
following persons to serve as directors unless the shareholder indicates to the
contrary on the proxy. The election of the Company's directors requires a
plurality of the votes cast in person or by proxy at the meeting. Management
expects that each of the nominees will be available for election, but if any of
them is unable to serve at the time the election occurs, it is intended that
such proxy will be voted for the election of another nominee to be designated
by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE AS
DIRECTORS. UNLESS MARKED TO THE CONTRARY, PROXIES RECEIVED BY THE COMPANY WILL
BE VOTED FOR THE ELECTION OF THE FOUR NOMINEES LISTED BELOW.
The following table sets forth the names, ages and positions of all
directors and the nominees as of April 29, 2002. A summary of the background
and experience of each of these individuals is set forth after the table.
NAME AGE POSITION COMMITTEE
--------------------- ----- ------------------------------------------------ -----------------------
Nominees
---------------------
James Cannavino 57 Chairman of the Board of Directors Audit
Klaus Cawen 44 Director Audit and Compensation
Olof Odman 58 Director Audit and Compensation
Pekka Pere 44 Director
Continuing Directors
---------------------
Ari Horowitz 33 Vice Chairman of the Board of Directors
Michael J. Rusert 47 President, Chief Executive Officer and Director
Steven Yager 48 Vice Chairman of the Board of Directors
Artemis International's Bylaws provide for the Board of Directors to be
divided into three classes, with each class to be as nearly equal in number of
directors as possible. At each Annual Meeting of stockholders, the successors
to the class of directors whose term expires at that time are elected to hold
office for a term of three years until their respective successors are elected
and qualified, so that the term of one class of directors expires at each such
Annual Meeting. The terms of office expire as follows: Mr. Cannavino, 2002;
Mr. Cawen, 2002; Mr. Horowitz, 2003; Mr. Odman, 2002; Mr. Pere, 2002;
Mr. Rusert, 2003; and Mr. Yager, 2003.
Each nominee has consented to being named in this Proxy Statement and to
serve if elected. If, prior to the Annual Meeting, any nominee should become
unavailable to serve, the shares of Common Stock represented by a properly
executed and returned proxy (whether through the return of the enclosed proxy
card or by telephone) will be voted for such additional person as shall be
designated by the Board of Directors, unless the Board of Directors determines
to reduce the number of directors in accordance with the Company's Amended and
Restated Certificate of Incorporation and Bylaws.
Certain information regarding each nominee as of April 2002, is set forth
below, including such individual's age and principal occupation, a brief
account of such individual's business experience during at least the last five
previous years and other directorships currently held.
NOMINEES
MR. CANNAVINO has been a director of the Company since January 1999, and
was elected Chairman of the Board of Directors in January 2002. Mr. Cannavino
has been the Chairman of the Board
3
of Direct Insite since March 2000. He also has been the Chairman of Voyant
Corporation since February 2000. From September of 1997, to April of 2000, he
was non-executive Chairman of Softworks, Inc. (a wholly owned subsidiary of
Computer Concepts). Mr. Cannavino was also Chief Executive Officer and Chairman
of the Board of Directors of Cybersafe, Inc. from April 1998, to July 2000. In
August 1995, he was hired as President and Chief Operating Officer of Perot
Systems Corporation. In 1996 he was elected to serve as Chief Executive Officer
through July 1997. He also was a Senior Vice President at IBM and a board
member for three IBM joint-venture companies, including Prodigy Services, Inc.;
Digital Domain, In.; and Newleaf Entertainment. Mr. Cannavino currently serves
on the boards of the National Center for Missing and Exploited Children, the
International Center for Missing and Exploited Children, and Verio. He was
recently Chairman of the Board of Marist College in Poughkeepsie, New York and
continues to serve on the board.
MR. CAWEN was elected director of the Company in July 2001. He has been a
member of the Board of Directors of Proha Plc since December 1999. Prior to
becoming a Senior Vice President of Kone Corporation in 1995, Mr. Cawen held
other positions at Kone Corporation, including Vice President, General Counsel
(1991-1994), Assistant General Counsel (1986-1996), and Legal Counsel,
International Operations (1983-1986). Mr. Cawen also worked as an Associate at
White & Case LLP (1982-1983) and at Law Office Mattila & Toppola (1979-1981).
Mr. Cawen holds a Masters of Law Degree from University of Helsinki and
Columbia University.
MR. ODMAN was elected a director of the Company in July 2001. Since
December 1999, he has been a member of the Board of Directors of Proha Plc.,
and is currently Chairman of the Proha Plc Board of Directors. Mr. Odman has
been the Managing Director of TNS AB since 1999. In 1997, Mr. Odman founded
Metagroup Consulting AB, prior to which he worked as Managing Director of
ICT/Perinet AS (1993-1995), Managing Director of Databloin AB (1980-1992) and
Systems Director of Mobil Oil AB (1970-1979). Mr. Odman is also Chairman of the
Board of Directors of Best Technology AB, Transaction Network Services AB,
Structur Relocation Svenska AB, Structure International AB, Cobnet AB,
Metagroup Sweden AB, Metagroup Consulting Sweden AB as well as Golf de Pierpont
SA. Mr. Odman holds a Master of Science Degree.
MR. PERE was elected a director of the Company in July 2001. He has been
President and Chief Executive Office of Proha Plc since 1984 and is also the
founder of Proha Plc. Mr. Pere is also the Chairman of the Board of Directors
of Eficor Ltd, the Vice Chairman of the Board of Directors of Software
Entrepreneurs Association and a member of the Board of Directors of Information
Technology Branch Association. Mr. Pere was Chairman of the Board of Directors
of Proha Oy from 1984 until 1999. In addition, Mr. Pere was a founding partner
of and consultant for KPMG Wideri Consulting Oy (1985-1991) and a consultant
for Finnsystems Oy (1979-1983) as well as acting Chairman of the Board of
Directors of Metier Management Systems Sweden AB and Metier Management Systems
Denmark AS (1991-1994).
CONTINUING DIRECTORS
MR. HOROWITZ served as Chairman of the Board and Chief Executive Officer
from April 1999 until July 2001, and as President from November 1999 to January
2000. From June 1998 to March 1999, Mr. Horowitz served as a Senior Managing
Partner of USWeb/CKS. From March 1997 to June 1998, he served as President and
Chief Financial Officer of Gray Peak Technologies, a network consulting
company. From September 1994 to March 1997, he served as Chief Financial
Officer and as Vice President, Finance and Business Development of ICon CMT
Corporation. From July 1992 until September 1994, Mr. Horowitz was a Principal
and Director of Finance and Business Development of Conley Corporation, a
developer of storage management software. Mr. Horowitz currently serves as a
director of NetVendor Systems. He holds a Bachelor of Science degree in
economics from the University of Pennsylvania.
MR. RUSERT was named President and Chief Executive Officer of the Company
in January 2002. From July 2001 to January 2002, Mr. Rusert was Chief Executive
Officer of GDP Consulting, providing high-level sales and consulting services
to the high-tech industry for a wide range of clients from start-up companies
to multinational corporations. Mr. Rusert was Vice President of Operations for
Canon
4
Computer Systems, Inc. (1994-2001), and Chief Operating Officer for Ameriquest
Technology, Inc. (1991-1994). He has also served in various capacities with
Inacomp Computer Centers, including VP of Major Account Sales, VP New Business
Ventures, and Executive VP & Cofounder of Computer City in Garden Grove,
California. Mr. Rusert served on the Executive Board of Canon Computer Systems,
Inc., as well as on the boards of directors and advisory boards of a number of
business and professional organizations including Crossroads Open Systems
Advisory, Zustek Software, Answer Friend Software and Evant Software.
Mr. Rusert currently sits on the Board of Directors for Artemis International
Solutions Corporation, as well as for Proha Plc. Mr. Rusert holds a Bachelor of
Science degree in business economics from Valparaiso University.
MR. YAGER was elected as a director of the Company in July 2001 and Chief
Executive Officer from August 2001 to January 2002. In January 2002, he became
a Vice Chairman of the Board. Mr. Yager is Group President, Mergers &
Acquisitions of Gores Technology Group. Prior to joining the Company in August
2001, Mr. Yager served for four years as President and CEO of Artemis
International Corporation, which combined with OPUS360 Corporation in July 2001
to form Artemis International Solutions Corporation. Mr. Yager also served as
the executive vice president of business development for Medaphis Physician
Services Corporation, a $300 million subsidiary of Medaphis Corporation.
Mr. Yager has held senior sales management and business development positions
with Burroughs Corporation and Versyss Incorporated. Mr. Yager earned a
bachelor's degree in business administration and economics from the University
of Michigan.
DIRECTORS' FEES AND OPTIONS
Directors currently do not receive a stated salary from the Company for
their service as members of Artemis International's Board of Directors.
Although directors may receive a fixed sum and reimbursement for expenses in
connection with the attendance at Board and committee meetings by resolution of
the Board, the Company currently does not provide any cash compensation for
either attendance at Board and committee meetings, committee participation or
special assignments of the Board of Directors. Directors who are employees of
the Company receive no compensation solely related to their role as a director
of the Company.
The following table sets forth the individual grants of stock options made
by the Company during the fiscal year ended December 31, 2001, to each of the
listed Board of Directors. No other board members received grants for that
fiscal year.
NAME NUMBER OF SHARES EXERCISE PRICE DATE OF GRANT
----------------- ------------------ ---------------- --------------
Klaus Cawen 12,000 $ 0.0800 07/31/01
Olof Odman 12,000 $ 0.0800 07/31/01
Pekka Pere 12,000 $ 0.0800 07/31/01
Historically, directors who were not our employee or the employee of any
of our subsidiaries ("non-employee directors") were eligible to receive stock
option grants under the Company's 1998 Stock Option Plan. In March 2000, the
Company adopted the Artemis International Solutions Corporation 2000 Stock
Option Plan for Non-Employee Directors (the "Directors' Plan"). Under the
Directors' Plan, upon initially joining our board of directors each
non-employee director receives an initial grant of options to purchase 12,000
shares of our common stock at an exercise price equal to 100% of the fair
market value of the common stock as of such date. In addition, immediately
following each annual stockholders meeting, commencing with the annual meeting
in 2001, each of our non-employee directors who was not initially elected to
the Board and was not our employee or the employee of any of our subsidiaries
within the previous 12 months automatically receives an annual grant of options
to purchase 12,000 shares of our common stock at an exercise price equal to
100% of the fair market value of our common stock at the date of grant of the
option. A total of 1,125,000 shares of our common stock have been reserved for
issuance under the Directors' Plan. Options granted under the Directors' Plan
will vest ratably over a three-year period, commencing on the first anniversary
of the date of grant. The options will vest upon a change of control as defined
in the Directors' Plan.
5
On April 11, 2002, the Board of Directors granted Mr. Cannavino options,
vesting over a 4-year period, to purchase 5,000,000 shares of our common stock.
Mr. Cannavino's option to purchase the 5,000,000 shares at $0.05, which expires
April 11, 2012, vested 20% immediately, and 20% on each successive anniversary,
subject to Mr. Cannavino's continued service as Chairman of the Board. All the
shares would vest immediately upon a change of control or Mr. Cannavino's
removal as Chairman of the Board for any reason other than his resignation or a
unanimous consent of all other Directors.
COMMITTEES OF THE BOARD
The Company's Board of Directors currently has two committees, the Audit
Committee and the Compensation Committee. The Audit Committee, currently
consisting of Mr. Cannavino, Mr. Cawen and Mr. Odman, recommends the
appointment of the independent public accountants of the Company, reviews and
approves the scope of the annual audit and reviews the results thereof with the
Company's independent accountants. The Audit Committee also assists the Board
in fulfilling its fiduciary responsibilities relating to accounting and
reporting policies, practices and procedures, and reviews the continuing
effectiveness of the Company's business ethics and conflicts of interest
policies. The members of the Audit Committee are "independent" as defined in
Rule 4200(a)(15) of the National Association of Securities Dealers' listing
standards.
The Compensation Committee, currently consisting of Mr. Cawen and Mr.
Odman, recommends to the Board of Directors the salaries, bonuses and stock
awards received by the officers of the Company. The Compensation Committee is
also responsible for administering the Company's Stock Incentive Plan. The
Compensation Committee determines the recipients of awards, sets the exercise
price of shares granted, and determines the terms, provisions and conditions of
all rights granted.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationships exist between the members of the Company's
Board of Directors or the Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past. None of the members of the Compensation
Committee was an officer or employee of the Company at any time during Fiscal
2001.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During the fiscal year ended December 31, 2001, the Board of Directors met
on 13 occasions. In addition, the Audit Committee met four times. The
Compensation Committee met by written consent on 10 occasions. All directors
attended at least 75% of the meetings held by the Board of Directors and all
committees of the Board on which such director served, with the exception of
James Cannavino, who did not attend 6 Board meetings. Alec Gores did not attend
2 Board meetings, while Klaus Cawen did not attend one of the Board meetings.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires that the Company's executive officers and directors file reports of
beneficial ownership on Form 3 and changes in beneficial ownership on Forms 4
and 5 with the Securities and Exchange Commission ("SEC"). Based on our records
and other information, we believe that all SEC filing requirements applicable
to our executive officers and directors with respect to fiscal 2001 were met.
6
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information with respect to beneficial
ownership of the Company's Common Stock as of March 31, 2002, for (i) each
person known by the Company to beneficially own more than 5% of each class;
(ii) each Director; (iii) each Named Executive Officer; and (iv) all of the
Company's executive officers and Directors as a group. Except as indicated by
footnote, and applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them.
TOTAL
AMOUNT OF UNDERLYING
SHARES OPTIONS PERCENTAGE
NAME AND ADDRESS OF BENEFICIALLY EXERCISABLE OF COMMON
BENEFICIAL OWNERS OWNED(1) WITHIN 60 DAYS STOCK OWNED
------------------------------------------ -------------- ---------------- ------------
Proha Plc (2)
Maapallonkuja 1 A
FIN-02210 Espoo 199,426,560 0 80%
Directors and Executive Officers
--------------------------------
James Cannavino (3) (4) 199,526,560 1,135,000 80%
Klaus Cawen (3) (4) 199,426,560 0 80%
Alec Gores (3) (4) (5) 199,426,560 0 80%
Ari Horowitz (3) (4) 202,759,911 1,089,786 81.4%
Olof Odman (3) (4) 199,426,560 0 80%
Pekka Pere (3) (4) 199,426,560 0 80%
Michael J. Rusert (6) 0 0 *
Steven Yager (3) (4) 199,426,560 0 80%
Paul A. Cooley 0 0 *
Richard Miller (7) 302,500 1,058,766 *
Jeanne Murphy (8) 0 156,816 *
Peter Schwartz (4) (6) 199,457,627 495,785 80%
All directors and executive officers as a
group (12 persons) (9) 3,776,918 2,936,153 81.6%
----------
* Less than 1%
(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the Company believes that the persons
named in this table have sole voting and investment power with respect to
all shares.
(2) Based upon information contained in a Form 13D/A dated November 20, 2001,
filed by Proha Plc on behalf of itself and related entities, such
entities own 199,426,560 shares of Common Stock.
(3) This individual also serves as a director on the board of directors for
Proha Plc.
(4) Director disclaims any beneficial ownership of the 199,426,560 shares
held by Proha Plc that may arise, if any, from being a director on the
Board of Directors for Proha Plc, except to the extent of his personal
stock holding interests in Proha Plc.
(5) Mr. Gores resigned from the Board effective April 19, 2002.
(6) On April 15, 2002, Mr. Rusert replaced Mr. Schwartz as a director on
the board of directors for Proha Plc.
(7) Mr. Miller resigned as President and Chief Operating Officer of the
Company in June 2001.
(8) Ms. Murphy resigned as Executive Vice President and General Counsel in
February 2002.
(9) The shares beneficially owned by Proha Plc (199,426,560) are not included
in this total as the respective Directors disclaimed beneficial ownership
per footnote (4) above.
7
COMPENSATION EXECUTIVE OFFICERS AND OTHER INFORMATION
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth for each of the Company's last three
completed fiscal years, the compensation of Steven Yager, the Company's
President and Chief Executive Officer at December 31, 2001, and the four most
highly compensated executive officers as of the fiscal year end, as well as one
additional individual not serving as an executive officer as of the fiscal year
end but who had served as an executive officer earlier in the fiscal year
(collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------ ---------------------------
NUMBER OF
OTHER ANNUAL SECURITIES
NAME AND PRINCIPAL COMPENSATION UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) ($) OPTIONS (#) COMPENSATION
----------------------------- ------ ------------ ----------- ----------------- ------------- -------------
Steven Yager, President, 2001 $120,833 $45,825 $ 625 -- --
Chief Executive Officer (1) 2000 -- -- -- -- --
1999 -- -- -- -- --
-----------------------------------------------------------------------------------------------------------
Ari Horowitz, Executive 2001 $250,000 -- -- 1,247,733 --
Vice President, Corporate 2000 $241,667 -- -- 1,021,299 --
Development (2) 1999 $125,000 -- -- 750,001 --
-----------------------------------------------------------------------------------------------------------
Peter Schwartz, Executive 2001 $175,000 -- -- 469,615 --
Vice President, Chief 2000 $ 54,407 -- -- 700,000 --
Financial Officer (3) 1999 -- -- -- -- --
-----------------------------------------------------------------------------------------------------------
Richard Miller, former 2001 $140,000 -- $115,000(5) 20,433 --
President/COO (4) 2000 $229,167 -- -- 1,718,800 --
1999 -- -- -- -- --
-----------------------------------------------------------------------------------------------------------
Paul A. Cooley, Executive 2001 $ 82,083 $75,988 $ 6,000 150,000 --
Vice President North 2000 -- -- -- -- --
American Sales Marketing 1999 -- -- -- -- --
and Consulting (6)
-----------------------------------------------------------------------------------------------------------
Jeanne Murphy, Executive 2001 $225,000 $21,875 -- 205,433 --
Vice President, General 2000 $125,000 -- -- 190,862 --
Counsel (7) 1999 -- -- -- -- --
-----------------------------------------------------------------------------------------------------------
(1) Mr. Yager was appointed to the position of President and Chief Executive
Officer effective with Mr. Horowitz's resignation as President and Chief
Executive Officer, effective July 31, 2001.
(2) Mr. Horowitz served as Chief Executive Officer from April 1999 to July
2001.
(3) Mr. Schwartz became Chief Financial Officer on September 8, 2000.
(4) Mr. Miller was elected as President and Chief Operating Officer of the
Company on April 6, 2000. He separated from the Company on June 30, 2001.
(5) Mr. Miller received severance payments of $115,000.
(6) Mr. Cooley became an executive officer of the Company effective July 31,
2001.
(7) Ms. Murphy joined the Company on June 12, 2000. She separated from the
Company on February 15, 2002.
8
SUMMARY OF OPTION GRANTS
The following table sets forth the individual grants of stock options made
by the Company during the fiscal year ended December 31, 2001, to each of the
Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (3)
------------------------------------------------------------ ----------------------
NUMBER OF % TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEE IN EXERCISE PER EXPIRATION
NAME GRANTED (#) FISCAL YEAR (1) ($/SH) DATE (2) 5% ($) 10% ($)
-------------------- ------------- ----------------- -------------- ------------- ---------- -----------
Steven Yager -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------
Ari Horowitz (4) 1,000,000 19.75% $ 0.0810 08/01/2011 $50,000 $130,000
35,000 0.69% $ 0.0900 07/10/2011 $ 2,100 $ 4,900
192,300 3.80% $ 0.1200 05/01/2011 $15,384 $ 36,537
20,433 0.40% $ 0.1300 03/30/2011 $ 1,635 $ 4,291
--------------------------------------------------------------------------------------------------------
Peter Schwartz (5) 300,000 5.93% $ 0.0810 07/31/2011 $15,000 $ 39,000
35,000 0.69% $ 0.0900 07/10/2011 $ 2,100 $ 4,900
134,615 2.66% $ 0.1200 05/01/2011 $10,769 $ 25,577
--------------------------------------------------------------------------------------------------------
Richard Miller (6) 20,433 0.40% $ 0.1300 03/30/2011 $ 1,635 $ 4,291
--------------------------------------------------------------------------------------------------------
Paul A. Cooley (7) 150,000 2.96% $ 0.0900 08/21/2011 $ 9,000 $ 21,000
--------------------------------------------------------------------------------------------------------
Jeanne Murphy (8) 50,000 0.99% $ 0.0810 08/01/2011 $ 2,500 $ 6,500
100,000 2.67% $ 0.0900 08/21/2011 $ 6,000 $ 14,000
35,000 2.67% $ 0.0900 07/10/2011 $ 2,100 $ 4,900
20,433 0.40% $ 0.1300 03/30/2011 $ 1,635 $ 4,291
--------------------------------------------------------------------------------------------------------
(1) Based on an aggregate of 5,062,000 options granted to directors and
employees of the Company in fiscal year 2001, including the Named
Executive Officers.
(2) Options expire 10 years after grant date.
(3) The potential realizable value is calculated based on the term of the
option at its time of grant (ten years). It is calculated by assuming
that the stock price appreciates at the indicated annual rate compounded
annually for the entire term of the option and that the option is
exercised and sold on the last day of its term for the appreciated stock
price. No gain to the option holder is possible unless the stock price
increases over the option term.
(4) Mr. Horowitz's option grant to purchase 1,000,000 shares at $0.0810,
which expires August 1, 2011, vests one-third one year after the
commencement date of the grant, and one-third of the remaining unvested
shares subject to the option grant vest each anniversary of the grant
date. Mr. Horowitz's option grant to purchase 35,000 shares at $0.0900,
which expires July 10, 2011, vests 16.60% of the shares granted on the
date which is six months after the grant date and 2.78% of such shares in
each of the next thirty months following the six month anniversary. Mr.
Horowitz's option grant to purchase 192,300 shares at $0.1200, which
expires May 1, 2011, fully vested as of July 31, 2001. Mr. Horowitz's
option grant to purchase 20,433 shares at $0.1300, which expires March
30, 2011, vests 16.60% of the shares granted on the date which is six
months after the grant date and 2.78% of such shares in each of the next
thirty months following the six month anniversary.
(5) Mr. Schwartz's option grant to purchase 300,000 shares at $0.0810, which
expires July 31, 2011, vests 20% immediately as of the grant date, the
remaining 80% of the shares vests with respect to 1/6 of such shares on
the date which is six months after the grant and 1/36 of such shares each
month thereafter. Mr. Schwartz's option grant to purchase 35,000 shares
at $0.0900, which expires July 10, 2011, vests 16.60% of the shares
granted on the date which is six months after the grant date and 2.78% of
such shares in each of the next thirty months following the six month
anniversary. Mr. Schwartz's option grant to purchase 134,615 shares at
$0.1200, which expires May 1, 2011, fully vested as of July 31, 2001.
(6) Mr. Miller's option grant to purchase 20,433 shares at $0.1300, which
expires March 30, 2011, vests 16.60% of the shares granted on the date
which is six months after the grant date and 2.78% of such shares in each
of the next thirty months following the six month anniversary.
(7) Mr. Cooley's option grant to purchase 150,000 shares at $0.0900, which
expires August 21, 2011, vests one-third one year after the commencement
date of the grant, and one-third of the remaining unvested shares subject
to the option grant vest each anniversary of the grant date.
(8) Ms. Murphy's option grant to purchase 100,000 shares at $0.0900, which
expires August 1, 2011, vests 30% immediately and the remaining 80% with
respect to 1/3 of such common stock on each of the first three
anniversaries of the grant date. Ms. Murphy's option grant to purchase
50,000 shares at $0.0810, which expires August 1, 2011, vests one-third
one year after the commencement date of the grant, and one-third of the
remaining unvested shares subject to the option grant vest each
anniversary of the grant date. Ms. Murphy's option grant to purchase
35,000 shares at $0.0900, which expires July 10, 2011, vests 16.60% of
the shares granted on the date which is six months after the grant date
and 2.78% of such shares in each of the next thirty months following the
six month anniversary. Ms. Murphy's option grant to purchase 35,000
shares at $0.0900, which expires March 30, 2011, vests 16.60% of the
shares granted on the date which is six months after the grant date and
2.78% of such shares in each of the next thirty months following the six
month anniversary.
All options grants presented within this table have provisions accelerating the
vesting in the event of a change in control.
9
SUMMARY OF OPTIONS EXERCISED
The following table sets forth information concerning exercises of stock
options during the year ended December 31, 2001, by each of the Named Executive
Officers and the value of unexercised options at December 31, 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR END FISCAL YEAR END
VALUE EXERCISABLE/ EXERCISABLE/
SHARES ACQUIRED REALIZED UNEXERCISABLE UNEXERCISABLE
NAME ON EXERCISE(#) ($)(1) (#) ($)(2)
---------------- ----------------- ---------- -------------------- ----------------
Steven Yager -- -- -- --
Ari Horowitz 0 $ 0.00 891,231/1,992,667 0/0
Peter Schwartz 0 $ 0.00 367,697/801,918 0/0
Richard Miller 0 $ 0.00 860,373/578,858 0/0
Paul A. Cooley 0 $ 0.00 0/150,000 0/0
Jeanne Murphy 0 $ 0.00 122,339/273,960 0/0
----------
(1) Value realized is based on estimated fair market value of Common Stock on
the date of exercise minus the exercise price.
(2) Value is based on estimated fair market value of Common Stock as of
December 31, 2001 ($0.05) minus the exercise price.
10
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During the fiscal year ended December 31, 2001, the Compensation
Committee, consisting of Mr. Odman, Mr. Cawen and Mr. Plug, who resigned from
the Board of Directors on April 14, 2002, was responsible for establishing and
administering the policies that govern the compensation of executive officers,
including the Named Executive Officers. The Compensation Committee has
furnished the following report on executive compensation:
COMPENSATION COMMITTEE REPORT
The Compensation Committee ("Compensation Committee") of the Board of
Directors reviews and administers the Company's various compensation plans,
including the base compensation levels of Executive Officers, the Company's
bonus plan and the Company's stock incentive plans.
General Compensation Policy. The Compensation Committee's fundamental
compensation policy is to make a substantial portion of an executive's total
potential compensation contingent upon the financial performance of the
Company. Accordingly, in addition to each executive's base salary, the Company
offers the opportunity for an annual cash bonus, which is tied to the Company's
achievement of financial performance goals, and stock option awards to provide
incentives to the executive officers through an equity interest of the Company.
The Compensation Committee believes that the stockholders benefit by aligning
the long-term interests of stockholders and employees.
Base Salary. For the fiscal year 2001, the Compensation Committee reviewed
the recommendations of the Chief Executive Officer as to proposed base salaries
for all executives other than the Chief Executive Officer. Increases in base
salaries generally reflect increased responsibilities over the prior fiscal
year or strong individual performance in the prior fiscal year.
The Compensation Committee performed an annual review of the base salary
of each of the executive officers with reference to the executive's
performance, level of responsibility and experience to determine whether the
current base salary is appropriate and competitive. The Compensation Committee
evaluated the reasonableness of the base salary based upon the median salary
range paid to executive officers with comparable duties at companies of similar
size in the same geographic area in the computer technology industry. No
specific quantitative weight was given to any particular performance
measurement.
Cash Bonuses. The Company's Board of Directors approved and implemented a
senior management bonus plan for fiscal 2001. The plan was designed to provide
an incentive to certain designated senior managers to maximize stockholder
value by achieving targeted levels of operating profit. Participants in the
plan included all executive officers of the Company and certain other key
senior managers.
Pursuant to the terms of the plan, the criterion for earning a bonus was
based on the Company's operating profit for fiscal 2001 being equal to or
greater than the operating profit set forth in the Company's fiscal 2001 annual
operating plan ("AOP") as approved by the Company's Board of Directors.
Since the Company did not achieve AOP in fiscal year 2001, no bonuses were
awarded to the executives under the bonus plan. A small number of executives
did receive discretionary bonus awards based on exceptional individual
performance or attainment of specific objectives.
Stock Option Awards. The Company has granted stock options under its
various stock option plans at prices equal to the fair market value of the
Company's Common Stock at the date of grant. Grants to executive officers are
based on their responsibilities and relative positions in the Company and are
considered an integral component of total compensation. The Compensation
Committee believes the granting of options to be beneficial to stockholders,
because it increases management's incentive to enhance stockholder value.
Grants were proposed by the Chief Executive Officer and reviewed by the
Compensation Committee based on the individual's overall performance. No
specific quantitative weight was given to any particular performance measure.
The Compensation Committee believes that stock option grants are necessary to
retain and motivate key employees of the Company.
11
Chief Executive Officer Compensation. The base salary of the Chief
Executive Officer was recommended by the Compensation Committee and approved by
the Board of Directors. The Compensation Committee reviewed the salaries of
comparable executive officers at companies of similar size and in the same
geographic area as the Company and in the software industry. Prior to July 31,
2001, Mr. Horowitz received an annual base salary of $250,000, with a potential
Bonus at AOP of $100,000. Subsequent to the July 31, 2001, combination between
Opus360 and Legacy Artemis, Mr. Yager became CEO with an annual base salary of
$290,000 and a potential Bonus at AOP of $135,000. Mr. Horowitz and Mr.Yager
participated in the same executive compensation plans as those described above
for the other executive officers. The Compensation Committee's policy is to
have a substantial portion of the Chief Executive Officer's total compensation
based on the Company's financial performance.
Policy Regarding Deductibility of Compensation. Section 162(m) of the
Internal Revenue Code ("Section 162(m)") provides that for federal income tax
purposes, the otherwise allowable deduction for compensation paid or accrued to
a covered employee of a publicly held corporation is limited to no more than $1
million per year. Section 162(m) does not presently affect the Company because,
for the fiscal year ended December 31, 2001, no executive officer's
compensation exceeded $1 million, and the Company does not believe that the
compensation of any executive officer will exceed $1 million for the 2002
fiscal year. Options granted under the Company's 2001 Stock Incentive Plan
would be considered performance-based compensation. As performance-based
compensation, compensation attributable to options granted under the Plan and
awarded to covered employees will not be subject to the compensation deduction
limitations of Section 162(m).
COMPENSATION COMMITTEE
Klaus Cawen
Olof Odman
* * *
12
EMPLOYMENT AGREEMENTS AND TERMINATION, SEVERANCE AND CHANGE OF
CONTROL ARRANGEMENTS
The Company has entered into employment agreements with Mr. Rusert,
Mr. Horowitz, Mr. Miller, Mr. Schwartz, Mr. Savoni and Ms. Murphy.
Mr. Rusert's employment agreement became effective on January 25, 2002,
(the "Rusert Agreement"). The Rusert Agreement is effective unless and until
either terminated by the Company with or without cause or he resigns. Under the
Rusert Agreement, Mr. Rusert receives an annual salary of $275,000, an annual
base bonus of $175,000 payable upon achievement of mutually agreed target and
an option to purchase, in an aggregate, 6,250,000 shares of common stock (the
"Initial Grant") of the Company. The Initial Grant shall vest 50% on the first
anniversary of his employment and 50% on the second anniversary. In addition to
the Initial Grant, the Company shall grant to Mr. Rusert additional options to
purchase 3,125,000 shares common stock ("the Bonus Grants") (as further defined
in the Rusert Agreement) on or about each of the first two anniversaries of the
effective date of the Rusert Agreement. These additional option grants shall
vest over three years with 1/3 of such amount vesting on each of the first
three anniversaries of the date of grant. If the Company terminates Mr. Rusert
without cause, Mr. Rusert shall continue to receive his base salary for one
year from the date of termination.
Mr. Horowitz's employment agreement (the "Horowitz Agreement") became
effective on April 1, 1999, and was amended in September 1999, and July 2001
(the "Horowitz Agreement"). The Horowitz Agreement is for a period of three
years, and is automatically extended on each anniversary by one year so that
the remaining term continues to be three years, unless either party to the
Horowitz Agreement gives the other party prior written notice of non-renewal.
The annual salary for Mr. Horowitz of $150,000 was raised to $250,000 effective
February 1, 2000. If Mr. Horowitz's employment is terminated for any reason,
other than termination by the Company for cause or his resignation without Good
Reason (as defined in the Horowitz Agreement), he shall be entitled to continue
to receive his salary and benefits for a period of two years after the date of
termination and his options shall vest and become immediately exercisable. In
the event of a Change of Control (as defined in the Horowitz Agreement), Mr.
Horowitz's options shall also vest and become immediately exercisable.
Mr. Schwartz's employment agreement became effective on September 8, 2000,
and was amended in May 1, 2001, (the "Schwartz's Agreement"). The Schwartz
Agreement is for a period of three years, and is automatically extended on each
anniversary by one year so that the remaining term continues to be three years,
unless either party to the Schwartz Agreement gives the other party prior
written notice of non-renewal. Under the Schwartz Agreement, Mr. Schwartz
receives an annual salary of $175,000, an annual bonus of no less than $150,000
during each calendar year based upon his achievement of performance criteria,
and an option to purchase, in an aggregate, 700,000 shares of common stock of
the Company. Options to purchase 140,000 shares of common stock shall be vested
immediately upon grant and the balance of the Options shall vest over three
years, 6/36 of such balance shall vest on the six month anniversary of the date
of grant and 1/36 of such balance shall vest each month thereafter. If Mr.
Schwartz's employment is terminated for any reason, other than termination by
the Company for cause or his resignation without Good Reason (as defined in the
Schwartz Agreement), he shall be entitled to continued base salary and bonus
payments, as equating to such sums paid out in the 12-month period immediately
prior to his termination date, for a period of twelve (12) months subsequent to
termination. Mr. Schwartz' options and any equity awards granted to Mr.
Schwartz during his employment with the Company shall vest according to the
schedule in the Schwartz Agreement. The continuation of payments described
herein upon termination shall cease in the event that Mr. Schwartz becomes
employed by another entity during the continuation period. In the event of a
Change of Control (as defined in the Schwartz Agreement), Mr. Schwartz's
options shall vest and become immediately exercisable.
Mr. Savoni's employment agreement became effective on March 1, 2002, (the
"Savoni Agreement"). The Savoni Agreement is effective unless and until
terminated either by the Company with or without cause or he resigns or he dies
or becomes disabled. Under the Savoni Agreement, Mr. Savoni shall receive an
annual salary of $120,000, an annual bonus of $30,000 for fiscal year 2002 and
as mutually agreed for
13
future fiscal years, based upon the Company's achievement of economic
performance criteria, and an option to purchase, in an aggregate, 50,000 shares
of common stock. If the Company terminates Mr. Savoni without cause, Mr. Savoni
shall receive the equivalent of six months base salary.
Mr. Miller was employed under an employment agreement that was amended on
two occasions, the last of which was effective June 21, 2001 (the "Miller
Agreement"). Under the Miller Agreement, Mr. Miller's base salary was $250,000,
with an annual increase at the discretion of our board of directors. Mr. Miller
was eligible to receive an annual bonus of no less than $100,000 during each
calendar year of his employment period in the event he achieved performance
criteria mutually agreed upon by Mr. Miller and the Company for such calendar
year. In addition Mr. Miller was granted options to purchase up to 1,507,500
shares of our common stock. Pursuant to the Miller Agreement, his separation
from the Company as President and Chief Operating Officer was by mutual
agreement, effective June 30, 2001. Mr. Miller is eligible to receive continued
base salary and bonus payments, as equating to such sums paid out in the
12-month period immediately prior to his termination date, for a period of
twelve (12) months subsequent to termination, and shall be credited with one
additional year of employment for purposes of calculating his vested interest
in his options and any other equity awards granted to him during his employment
period with the Company. Mr. Miller's options and any equity awards granted to
Mr. Miller during his employment with the Company shall vest according to the
schedule in the Miller Agreement. The continuation of payments as described
herein upon termination shall cease in the event that Mr. Miller becomes
employed by another entity during the continuation period.
Ms. Murphy's employment agreement became effective on June 12, 2000, and
was amended in July 31, 2001 (the "Murphy's Agreement"). The Murphy Agreement
was for a period of three years, and was to automatically extend on each
anniversary by one year so that the remaining term continued to be three years,
unless either party to the Murphy Agreement gave the other party prior written
notice of non-renewal. Under the Murphy Agreement, Ms. Murphy received an
annual salary of $225,000, an annual bonus of no less than $43,750 for the
calendar year 2000 and no less than $75,000 during each subsequent calendar
year of the Employment Period (as defined in the Murphy Agreement) based upon
her achievement of performance criteria, and an option to purchase, in an
aggregate, 125,000 shares of common stock of the Company. Options to purchase
shall vest over three years, 6/36 of such amount shall vest on the six (6)
month anniversary of the date of grant and 1/36 of such amount shall vest each
month thereafter.
The Company and Ms. Murphy mutually agreed to terminate her position as
the Company's Executive Vice President, General Counsel and Secretary of the
Company, effective February 15, 2001, with the termination to be considered
without cause for purposes of paying out severance under the Murphy Agreement.
Ms. Murphy is eligible to receive continued base salary and bonus payments, as
equating to such sums paid out in the 12-month period immediately prior to her
termination date, for a period of twelve (12) months subsequent to termination,
and shall be credited with one additional year of employment for purposes of
calculating her vested interest in her options and any other equity awards
granted to her during her employment period with the Company. Ms. Murphy's
options and any equity awards granted to Ms. Murphy during her employment with
the Company shall vest according to the schedule in the Murphy Agreement. The
continuation of payments as described herein upon termination shall be reduced
by the amount of any salary or other cash compensation paid by another employer
during the continuation period.
14
AUDIT COMMITTEE REPORT
The Audit Committee of the Company is composed of three directors who are
not officers or employees of the Company and operates under a written charter
adopted by the Board of Directors on March 16, 2000.
Artemis management ("Management") is responsible for the Company's
internal controls and preparing the Company's consolidated financial
statements. The Company's independent accountants, KPMG, LLP ("KPMG"), are
responsible for performing an independent audit of the consolidated financial
statements in accordance with generally accepted auditing standards and issuing
a report thereon. The Audit Committee is responsible for overseeing the conduct
of these activities and recommending to the Board of Directors.
The Audit Committee held four meetings during fiscal year 2001. The Audit
Committee reviewed KPMG's audit scope, audit plans and identification of audit
risks. The interim financial information contained in each quarterly financial
release was reviewed by the Audit Committee and discussed with Management and
KPMG prior to release.
The Audit Committee also reviewed and discussed the Company's consolidated
financial statements for the year ended December 31, 2001, with Management and
KPMG. Management represented to the Audit Committee that the Company's
consolidated financial statements were prepared in accordance with the
generally accepted accounting principles. The Audit Committee discussed with
KPMG those matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees.
The Audit Committee has received and reviewed the written disclosures and
the letter from KPMG required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and has discussed with KPMG their independence.
Based on the reviews and discussions referred to above, Management
recommended to the Board of Directors that the financial statements referred to
above be included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, filed with the Securities and Exchange
Commission.
AUDIT COMMITTEE REPORT
James Cannavino
Klaus Cawen
Olof Odman
* * *
The foregoing Audit Committee Report shall not be deemed to be incorporated by
reference in any previous or future documents filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates the Report by reference in any such document.
15
INDEPENDENT ACCOUNTANTS' FEES
During the fiscal year ended December 31, 2001, KPMG billed Artemis and
its subsidiaries the following fees for its services:
Audit fees $ 739,150
Financial information systems designs -0-
and implementation
All other fees (1) $ 462,400
(1) Includes fees for tax consulting, services related to mergers and
acquisitions, compliance statutory audit services and other non-audit
fees.
16
COMPANY STOCK PRICE PERFORMANCE
The following performance graph assumes an investment of $100 on April 7,
2000, and compares the change to a broad market index (Nasdaq Stock Market --
U.S.) and an industry index (Software & Services Index). The Company paid no
dividends during the periods shown; the performance of the indexes is shown on
a total return (dividend reinvestment) basis. The graph lines merely connect
the prices on the dates indicated and do not reflect fluctuations between those
dates.
COMPARISON OF 21 MONTH CUMULATIVE TOTAL RETURN*
AMONG ARTEMIS INTERNATIONAL SOLUTIONS CORP.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S&P COMPUTERS (SOFTWARE & SERVICES) INDEX
[GRAPHIC OMITTED]
ARTEMIS INTERNATIONAL SOLUTIONS CORP.
NASDAQ STOCK MARKET (U.S.)
S & P COMPUTERS (SOFTWARE & SERVICES)
*$100 invested on 4/7/00 in stock or on 3/31/00 in the indices-including
reinvestment of dividends. Fiscal year ending December 31.
Copyright (c) 2002, Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 31, 2001, Opus360 Corporation ("Opus360"), the Registrant, merged
with Artemis International Corporation ("Legacy Artemis"), a wholly owned
subsidiary of Proha Plc under the terms of a Share Exchange Agreement whereby
Opus360 exchanged 80% of its post transaction common stock for all the capital
stock of Legacy Artemis and a 19.9% interest in two other subsidiaries of Proha
Plc. On November 20, 2001, Opus360 changed its name to Artemis International
Solutions Corporation.
Loan
On August 30, 2000, Proha Plc loaned Legacy Artemis $1,700,000 under a
demand note accruing interest at 4% per annum. In January and August 2001, the
Company made principal payments totaling approximately $1,465,000 to Proha Plc.
The principal and interest balance outstanding at December 31, 2001, under this
demand note was approximately $300,000.
Services Purchased From Proha Plc
During the year ended December 31, 2001, the Company or its subsidiaries
leased office space, and received administrative, accounting and development
services approximating $1,779,000 from Proha Plc and its subsidiaries. These
arrangements, individually and in total, were contracted on terms at least as
favorable to the Company as those that would be available from unrelated
parties for comparable transactions, if they would have been available.
Services Provided to Proha Plc
During the year ended December 31, 2001, the Company or its subsidiaries
provided research and development services with a value of approximately
$795,000 to Proha Plc and its subsidiaries. These arrangements, individually
and in total, were contracted on terms at least as favorable to the Company as
those that would be available from unrelated parties for comparable
transactions.
18
OTHER BUSINESS
The Board of Directors is not aware of any other matters to come before
the Annual Meeting. If any matter not mentioned herein is properly brought
before the meeting, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies with respect thereto in accordance
with their judgment.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2001, AS FILED WITH THE SEC, WILL BE PROVIDED TO STOCKHOLDERS
WITHOUT CHARGE UPON WRITTEN REQUEST TO INVESTOR RELATIONS, ARTEMIS
INTERNATIONAL SOLUTIONS, 4041 MACARTHUR BOULEVARD, SUITE 260, NEWPORT BEACH,
CALIFORNIA 92660.
STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
Stockholders who may wish to present proposals for inclusion in the
Company's proxy materials in connection with the 2003 Annual Meeting of
Stockholders must submit such proposals in writing to the Secretary at the
address shown at the top of page one not later than January 1, 2003. In
addition, to be properly considered at the 2003 Annual Meeting of Stockholders,
notice of any stockholder proposals must be given to the Company's Secretary in
writing not less than 30 nor more than 60 days prior to the meeting; provided,
that in the event that less than 40 days notice of the meeting date is given to
stockholders, proposals must be received not later than the close of business
on the tenth day following the day on which notice of the Annual Meeting date
was mailed or publicly disclosed. A stockholder's notice to the Secretary must
set forth for each matter proposed to be brought before the 2003 Annual
Meeting: (a) a brief description of the matter the stockholder proposes to
bring before the Annual Meeting; (b) the name and home address of the
stockholder proposing such business; (c) the class and number of shares of
Common Stock beneficially owned by such stockholder; and (d) any material
interest of such stockholder in such business.
By Order of the Board of Directors
Michael J. Rusert
President & Chief Exeutive Officer
Newport Beach, California
April 30, 2002
19
APPENDIX "A"
PROXY
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
f/k/a
OPUS360 CORPORATION
4041 MACARTHUR BOULEVARD
SUITE 260
NEWPORT BEACH, CALIFORNIA 92660
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
f/k/a
OPUS360 CORPORATION TO BE HELD ON JUNE 5, 2002.
The undersigned hereby appoints Michael J. Rusert and Charles F.
Savoni, each with full power of substitution, as proxies of the undersigned, to
attend the Annual Meeting of Stockholders of Artemis International Solutions
Corporation (the "Company") to be held at Country Inn & Suites, 325 Bristol
Street, Costa Mesa, CA 92626, on June 5, 2002, at 10:00 a.m. local time, and at
any and all adjournments thereof, and to vote all Common Stock of the Company,
as designated on the reverse side of this proxy card, with all the powers the
undersigned would possess if personally present at the meeting.
See reverse side (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) See reverse side
[X] Please mark
your votes as
in this example
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SPECIFIED.
WHERE NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED.
THIS PROXY CONFERS AUTHORITY FOR THE PERSONS NAMED ON THE REVERSE SIDE, OR ANY
ONE OF THEM, TO VOTE IN HIS DISCRETION WITH RESPECT TO ANY OTHER MATTERS WHICH
MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
1. ELECTION OF DIRECTORS: Nominees: James Cannavino, Klaus Cawen, Olof Odman,
and Pekka Pere
[ ] ___________________________ FOR WITHHELD
For all nominees except as [ ] [ ]
noted above
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT FOR THE 2002 ANNUAL MEETING.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
NOTE: Please sign exactly as name(s) appear(s). When signing as executor,
administrator, attorney, trustee or guardian, please give your full title as
such. If a corporation, please sign in full corporation name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person. If a joint tenancy, please have both tenants sign.
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Signature:___________________________________ Date:____________
Signature:___________________________________ Date:____________
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