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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November 20, 2001 (November 20, 2001)
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Date of Report (Date of earliest event reported)
Artemis International Solutions 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)
Opus360 Corporation
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
Except as expressly indicated or unless the context otherwise
requires, "Artemis International", "we", "our", or "us" means Artemis
International Solutions Corporation, a Delaware corporation, and its
subsidiaries.
Reference is made to that certain Share Exchange Agreement by and
between us and Proha Plc, a Finnish corporation ("Proha"), dated as of
April 11, 2001, as amended by the First Amendment, dated as of July 10,
2001 (the "Share Exchange Agreement").
As required under the Share Exchange Agreement, on November 20,
2001, our stockholders approved amendments to our amended and restated
Certificate of Incorporation (1) increasing the number of shares of capital
stock authorized to 525,000,000 shares, comprised of 500,000,000 shares of
common stock and 25,000,000 shares of preferred stock and (2) changing our
name to Artemis International Solutions Corporation from Opus360
Corporation.
On November 20, 2001, we issued a press release announcing that
our stockholders approved the amendments to our Certificate of
Incorporation discussed above and that the second closing contemplated
under the previously announced Share Exchange Agreement was consummated on
November 20, 2001.
The transaction contemplated under the Share Exchange Agreement
was completed through a two-step process. The first step, the operational
combination, was accomplished on July 31, 2001. A press release announcing
the completion of the first step was released on July 31, 2001, and a
Current Report on Form 8-K regarding the event was filed by us on August
13, 2001.
The second closing occurred on November 20, 2001. At the second
closing, Proha received approximately 125.5 million shares of our common
stock in return for completing the transfer of the historical Artemis
businesses and for a 19.9% interest in certain Proha subsidiaries. Proha
now owns approximately 80% of the outstanding common stock of Artemis
International.
A copy of the certificate of amendment to our amended and restated
Certificate of Incorporation is attached as Exhibit 3.1 and is incorporated
herein by reference. A copy of the November 20, 2001 press release is
attached as Exhibit 99.1 and is incorporated herein by reference. 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.
The Share Exchange Agreement and the press release regarding the
first closing 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. Each 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 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 3.1 Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of Opus360
Corporation, dated as of November 20, 2001.
Exhibit 99.1 Press Release dated November 20, 2001: Artemis
International Solutions Corporation Announces
Results of Special Meeting.
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.
ARTEMIS INTERNATIONAL CORPORATION
By: /s/ Jeanne M. Murphy
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Name: Jeanne M. Murphy
Title: Executive Vice President
and General Counsel
Date: November 20, 2001
EXHIBIT INDEX
Exhibit No. Description
Exhibit 3.1 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Opus360 Corporation,
dated as of November 20, 2001.
Exhibit 99.1 Press Release dated November 20, 2001: Artemis
International Solutions Corporation Announces
Results of Special Meeting.