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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July 12, 2001 (July 10, 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)
None
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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, "Opus360", "we", "our", or "us" means Opus360 Corporation, a
Delaware corporation, and its subsidiaries.
On July 12, 2001, we issued a press release announcing the
execution of the first amendment (the "First Amendment") which amends the
Share Exchange Agreement between us and Proha PLC entered into on April 11,
2001 (the "Share Exchange Agreement"), whereby we agreed to combine with
Artemis International Corporation, a wholly-owned subsidiary of Proha PLC
and a leading provider of world-class project and resource collaboration
solutions.
The revised transaction will take place in two steps. At the first
closing, approximately 77 million shares of Opus360 common stock
(representing over 50 percent of the post-transaction outstanding common
stock of Opus360) will be issued to Proha in return for the Artemis stock.
The second closing will follow as soon after the first closing 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
123 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. Each of the closings is subject to certain closing
conditions, including, in the case of the first closing, Proha shareholder
approval and in the case of the second closing, Opus360 shareholder
approval.
Also, as part of the execution of the First Amendment, Proha
agreed to enter into a Voting Agreement (the "Voting Agreement") at the
time of the first closing pursuant to which Proha will agree to vote the
Opus360 shares it receives at such time in favor of the events required for
the second closing.
A copy of the First Amendment is included herein as Exhibit 2.1, a
copy of the form of the Voting Agreement is included herein as Exhibit 10.1
and a copy of the press release with respect to the First Amendment 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.
The First Amendment, the Voting Agreement, the Share Exchange
Agreement, as amended by the First Amendment, 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 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 2.1 First Amendment to the Share Exchange
Agreement, dated as of July 10, 2001, between
Opus360 Corporation and Proha PLC
Exhibit 10.1 Form of Voting Agreement between Ari Horowitz
and Proha PLC
Exhibit 99.1 Press Release dated July 12, 2001: Proha and
Opus360 Amend Agreement For Combination
of Artemis International and Opus360
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: July 12, 2001
EXHIBIT INDEX
Exhibit No. Description
2.1 First Amendment to the Share Exchange Agreement,
dated as of July 10, 2001, between Opus360
Corporation and Proha PLC
10.1 Form of Voting Agreement between Ari Horowitz and
Proha PLC
99.1 Press Release dated July 12, 2001: Proha and Opus360
Amend Agreement For Combination of Artemis
International and Opus360