SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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August 13, 2001 (July 31, 2001)
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Date of Report (Date of earliest event reported)
Opus360 Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29793 13-4023714
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) No.)
39 West 13th Street
New York, NY 10011
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(Address of Principal (Zip Code)
Executive Offices)
(212) 687-6787
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
Except as expressly indicated or unless the context otherwise
requires, "Opus360", "we", "our", or "us" means Opus360 Corporation, a
Delaware corporation, and its subsidiaries.
Reference is made to that certain Share Exchange Agreement (the
"Share Exchange Agreement") by and between us and Proha Plc, a Finnish
corporation, dated as of April 11, 2001, as amended by the First Amendment
(the "First Amendment") dated as of July 10, 2001.
Item 1. Changes in Control of the Registrant
On July 31, 2001, we issued a press release announcing that the
first closing contemplated under the previously announced Share Exchange
Agreement, as amended by the First Amendment, was consummated on July 31,
2001. Proha's Artemis subsidiaries and Opus360 have combined operations and
will operate as Artemis International Solutions.
The transaction contemplated under the Share Exchange Agreement,
as amended by the First Amendment, is to be completed through a two-step
process. The first step, the operational combination, was accomplished on
July 31, 2001. The combined operation will be led by the senior management
team of Artemis. Also as of July 31, 2001, the eight member Opus360 board
of directors was realigned to consist of five members appointed by Proha
and three of the existing Opus360 directors.
At the first closing, approximately 74 million shares of Opus360
common stock (representing approximately 60 percent of the post-transaction
outstanding common stock of Opus360) were issued to Proha in return for the
Artemis stock. The second closing will take place as soon as possible, but
is expected to occur before year-end. At the second closing, the
transaction will be completed with the delivery by Opus360 of approximately
126 million additional shares of Opus360 common stock as a final purchase
price installment for the Artemis stock and in return for the delivery by
Proha of 19.9 percent of the outstanding shares of two Proha subsidiaries.
Upon completion of the second closing, and as previously announced, Proha
will own approximately 80 percent of the post-transaction outstanding
common stock of Opus360.
Prior to the first closing, the approval of the Proha shareholders
was received. The closing conditions of the Share Exchange Agreement, as
amended by the First Amendment, for the second closing include, among other
things, obtaining the approval of the Opus360 shareholders for amendments to
the Opus360 Certificate of Incorporation to increase the number of
authorized shares and to change the corporate name of Opus360.
In the event that the second closing does not occur, we are
required to return to Proha approximately 63 percent of the Artemis stock,
and Proha is required to deliver to us approximately 7.4 percent of the
outstanding shares of two Proha subsidiaries. In any event, Proha will
retain the approximately 74 million shares of Opus360 common stock
(representing approximately 60 percent of the post-transaction outstanding
common stock of Opus360) received at the first closing. As a result of owning
approximately 60 percent of the post-transaction outstanding common stock,
Proha has sufficient voting power to grant the stockholder approval required
for the second closing. Pursuant to a Voting Agreement entered into at the
first closing, Proha is contractually committed to (i) vote the shares of
common stock owned by Proha for the purpose of effecting the stockholder
approval, (ii) vote against any alternative transaction and certain
extraordinary transactions involving a reorganization of Opus360 or a sale of
all or substantially all of the assets of Opus360 and (iii) vote against any
action that would materially adversely affect the transactions contemplated by
the Share Exchange Agreement.
A copy of the press release is included herein as Exhibit 99.1. A
copy of the Share Exchange Agreement was included as Exhibit 2.1 on the
Current Report on Form 8-K filed by us on April 12, 2001. A copy of the
First Amendment was included as Exhibit 2.1 on the Current Report on Form
8-K filed by us on July 12, 2001. A copy of the Voting Agreement was
included as Exhibit 10.2 on the Schedule 13D filed by Ari Horowitz on
August 9, 2001.
The First Amendment, the Share Exchange Agreement, as amended by
the First Amendment, the Voting Agreement and the press release regarding the
item described above are incorporated herein by reference and the foregoing
descriptions of such documents and transactions contemplated therein are
qualified in their entirety by reference to such exhibits. The press release
should be read in conjunction with the Note Regarding Forward Looking
Statements which is included in the text of the press release.
Item 2. Acquisition or Disposition of Assets
On July 31, 2001, we issued a press release announcing that the
first closing contemplated under the previously announced Share Exchange
Agreement, as amended by the First Amendment, was consummated on July 31,
2001. Proha's Artemis subsidiaries and Opus360 have combined operations and
will operate as Artemis International Solutions.
The transaction contemplated under the Share Exchange Agreement,
as amended by the First Amendment, is to be completed through a two-step
process. The first step, the operational combination, was accomplished on
July 31, 2001. The combined operation will be led by the senior management
team of Artemis. Also as of July 31, 2001, the eight member Opus360 board
of directors was realigned to consist of five members appointed by Proha
and three of the existing Opus360 directors.
At the first closing, approximately 74 million shares of Opus360
common stock (representing approximately 60 percent of the post-transaction
outstanding common stock of Opus360) were issued to Proha in return for the
Artemis stock. The second closing will take place as soon as possible, but
is expected to occur before year-end. At the second closing, the
transaction will be completed with the delivery by Opus360 of approximately
126 million additional shares of Opus360 common stock as a final purchase
price installment for the Artemis stock and in return for the delivery by
Proha of 19.9 percent of the outstanding shares of two Proha subsidiaries.
Upon completion of the second closing, and as previously announced, Proha
will own approximately 80 percent of the post-transaction outstanding
common stock of Opus360.
Prior to the first closing, the approval of the Proha shareholders
was received. The closing conditions of the Share Exchange Agreement, as
amended by the First Amendment, for the second closing include, among other
things, obtaining the approval of the Opus360 shareholders for amendments to
the Opus360 Certificate of Incorporation to increase the number of
authorized shares and to change the corporate name of Opus360.
In the event that the second closing does not occur, we are
required to return to Proha approximately 63 percent of the Artemis stock,
and Proha is required to deliver to us approximately 7.4 percent of the
outstanding shares of two Proha subsidiaries. In any event, Proha will
retain the approximately 74 million shares of Opus360 common stock
(representing approximately 60 percent of the post-transaction outstanding
common stock of Opus360) received at the first closing. As a result of owning
approximately 60 percent of the post-transaction outstanding common stock,
Proha has sufficient voting power to grant the stockholder approval required
for the second closing. Pursuant to a Voting Agreement entered into at the
first closing, Proha is contractually committed to (i) vote the shares of
common stock owned by Proha for the purpose of effecting the stockholder
approval, (ii) vote against any alternative transaction and certain
extraordinary transactions involving a reorganization of Opus360 or a sale of
all or substantially all of the assets of Opus360 and (iii) vote against any
action that would materially adversely affect the transactions contemplated by
the Share Exchange Agreement.
A copy of the press release is included herein as Exhibit 99.1. A
copy of the Share Exchange Agreement was included as Exhibit 2.1 on the
Current Report on Form 8-K filed by us on April 12, 2001. A copy of the
First Amendment was included as Exhibit 2.1 on the Current Report on Form
8-K filed by us on July 12, 2001. A copy of the Voting Agreement was
included as Exhibit 10.2 on the Schedule 13D filed by Ari Horowitz on
August 9, 2001.
The First Amendment, the Share Exchange Agreement, as amended by
the First Amendment, the Voting Agreement and the press release regarding the
item described above are incorporated herein by reference and the foregoing
descriptions of such documents and transactions contemplated therein are
qualified in their entirety by reference to such exhibits. The press release
should be read in conjunction with the Note Regarding Forward Looking
Statements which is included in the text of the press release.
Item 5. Other Events
On July 31, 2001, as part of the transactions consummated under
the Share Exchange Agreement, we entered into a Registration Rights
Agreement with Proha, which was filed by Proha as Exhibit 10.2 to Amendment
No. 1 to Schedule 13D on August 1, 2001 (SEC file number 005-58881) and is
incorporated herein by reference. Pursuant to the Registration Rights
Agreement, we granted Proha certain registration rights, including the
right to require us to register for offer or sale, under the Securities Act
of 1933, shares of our common stock acquired by Proha under the Share
Exchange Agreement or other of our securities subsequently acquired by
Proha (collectively, the "Registrable Securities"). Additionally, Proha may
request that we effect a shelf registration, if eligible, of the
Registrable Securities then outstanding. Proha also has the right, subject
to certain limitations, to request that we include the Registrable
Securities in a registration undertaken by us on our behalf or on behalf of
any of our other stockholders. We have agreed to pay all the registration
expenses incurred in connection with the exercise of registration rights by
Proha. All requests for registration are subject to customary terms and
conditions.
Our by-laws were recently amended. A copy of our by-laws as
amended is included herein as Exhibit 3.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The financial information required by this Item 7(a) will be filed
by an amendment to this Form 8-K not later than 60 days after August 15,
2001, the date that this report was required to be filed.
(b) Pro Forma Financial Statements
The financial information required by this Item 7(b) will be filed
by an amendment to this Form 8-K not later than 60 days after August 15,
2001, the date that this report was required to be filed.
(c) Exhibits
Exhibit 2.1 Share Exchange Agreement, dated April 11, 2001,
by and among Opus360 Corporation and Proha Plc.(1)
Exhibit 2.2 First Amendment to the Share Exchange Agreement,
dated July 10, 2001, by and among Opus360
Corporation and Proha Plc.(2)
Exhibit 3.1 Amended By-laws.
Exhibit 10.1 Registration Rights Agreement, dated July 31,
2001, by and between Proha Plc and Opus360
Corporation.(3)
Exhibit 10.2 Voting Agreement, dated July 31, 2001,
by and among Ari Horowitz and Proha Plc.(4)
Exhibit 99.1 Press Release dated July 31, 2001: Artemis
and Opus360 Complete First Phase of Combination.
(1) Incorporated by reference to Opus360's Current Report on Form 8-K filed
on April 12, 2001.
(2) Incorporated by reference to Opus360's Current Report on Form 8-K filed
on July 12, 2001.
(3) Incorporated by reference to Proha's Amendment No. 1 to Schedule 13D
filed on August 1, 2001.
(4) Incorporated by reference to the Schedule 13D filed by Ari Horowitz on
August 9, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
OPUS360 CORPORATION
By: /s/ Jeanne M. Murphy
Jeanne M. Murphy
Executive Vice President
and General Counsel
Date: August 13, 2001
EXHIBIT INDEX
Exhibit No. Description
2.1 Share Exchange Agreement, dated April 11, 2001,
by and among Opus360 Corporation and Proha Plc.(1)
2.2 First Amendment to the Share Exchange Agreement,
dated July 10, 2001, by and among Opus360
Corporation and Proha Plc.(2)
3.1 Amended By-laws.
10.1 Registration Rights Agreement, dated July 31,
2001, by and between Proha Plc and Opus360
Corporation.(3)
10.2 Voting Agreement, dated July 31,
2001, by and among Ari Horowitz and Proha Plc.(4)
99.1 Press Release dated July 31, 2001: Artemis
and Opus360 Complete First Phase of Combination.
(1) Incorporated by reference to Opus360's Current Report on Form 8-K filed
on April 12, 2001.
(2) Incorporated by reference to Opus360's Current Report on Form 8-K filed
on July 12, 2001.
(3) Incorporated by reference to Proha's Amendment No. 1 to Schedule 13D
filed on August 1, 2001.
(4) Incorporated by reference to the Schedule 13D filed by Ari Horowitz on
August 9, 2001.