0904 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Artemis International Solutions 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
011-358-9-228-641
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 3, 2003
(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 [_].
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) [X]
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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 7,977,062
WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
7,977,062
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,977,062
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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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This Amendment No. 3 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 and Amendment No. 2 filed on
November 20, 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 1. Security and Issuer
The prior responses to this item set forth in the Statement are deleted in
their entirety and replaced by the following:
"This statement on Schedule 13D relates to the common stock, $0.001 par
value per share, of Artemis International Solutions Corporation, a Delaware
corporation, the principal executive offices of which are located at
34041 MacArthur Blvd. Suite 260, New Port Beach, CA 92660."
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
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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. As of November 20, 2001, the Second Tranche was 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 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." On
August 28, 2002, the Board of Directors of the Issuer approved a proposal to
effect a reverse stock split of the shares of the Issuer's outstanding Common
Stock at a ratio of one share of Common Stock for every 10, 11, 12 or any whole
number of shares up to and including 100. At a special meeting of stockholders
of the Issuer held on October 21, 2002, the stockholders of the Issuer approved
four ratios for the reverse stock split: (aa) 1:25, (bb) 1:50, (cc) 1:75 and
(dd) 1:100. On November 29, 2002, the Board of Directors of the Issuer passed a
resolution approving a reverse stock split of 1:25 (the "Stock Split"), and
directed management to effectuate the Stock Split. The shares of Common Stock
began trading on a reverse split basis as of February 7, 2003. Holders of less
than one share of Common Stock following the Stock Split received cash in lieu
of fractional shares of Common Stock. As a result of the Stock Split, the number
of shares of Common Stock held by Proha decreased to 7,977,062 from 199,426,560.
However, Proha's percentage holding remained unchanged at its current level of
80% of the Common Stock on a fully-diluted basis despite the Stock Split (based
upon Issuer's representations made in its 2002 Annual Report on Form 10-K filed
on April 15, 2003 (SEC file number 000-2973)).
With effect 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 were to be 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. On
January 17, 2002, the Board of Directors of the Issuer resolved to change the
composition of the Board of Directors of the Issuer to its current composition
of 9 members, 5 of which are nominees of Proha. On April 14, 2003, the Board of
Directors of the Issuer further resolved to change the composition of the Board
of Directors, with such change in composition to take effect as of the annual
general meeting
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of stockholders of the Issuer to be held in 2003, to consist of 7 members, 5 of
which are to be Proha nominees.
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.
On July 3, 2003, Proha sent a "Request for Records" letter (the "Request
Letter") to the Issuer in which Proha requested a copy of the following records:
(i) A complete record or list of the Issuers stockholders, certified by the
Issuer, showing the names and addresses of each stockholder and number of shares
of Common Stock registered in the name of each such stockholder, as of the most
recent date available; (ii) A list of the holders of Common Stock as of the most
recent date available, showing the names, addresses and number of shares held by
such stockholders; (iii) All daily transfer sheets showing changes in the names,
addresses and number of shares of the Issuer's stockholders which are in or come
into the possession of the Issuer or its transfer agent, or which can reasonably
be obtained from brokers, dealers, banks, clearing agencies or voting trustees
or their nominees; (iv) All information in or which comes into the Issuer's
possession, or which can reasonably be obtained from brokers, dealers, banks,
clearing agencies or voting trustees or their nominees, concerning the names,
addresses and number of shares held by the participating brokers and banks named
in the individual nominee names of Cede & Co., Pacific & Co., Kray & Co.,
Philadelp and DLJ, or other similar nominees; (v) All information in or which
comes into the Issuer's possession, or which can reasonably be obtained from
brokers, dealers, banks clearing agencies or voting trustees, relating to the
names of the beneficial owners of the Common Stock, (vi) A stop list or stop
lists relating to any shares of Common Stock and any additions or deletions from
the date of the list referred to in (i) above; and (vii) A list of all
stockholders owning 1,000 or more shares of Common Stock arranged in descending
order as of the most recent date available. The purpose of the Request Letter is
to facilitate Proha in considering a possible plan or proposal of an offer by
Proha, or an affiliate thereof, to purchase some or all of the Common Stock not
already owned by Proha.
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, neither Proha nor, to the best of its
knowledge, any of the individuals referred to in Item 2, has any present plan or
proposal which relates to, or
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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 7,977,062 shares of Common Stock
constitutes beneficial ownership of 80% of the total number of shares of
outstanding Common Stock as of July 29, 2003 (based upon Issuer's
representations made in its 2002 Annual Report on Form 10-K filed on April 15,
2003 (SEC file number 000-2973)).
(b) Proha has sole power to vote or to direct to vote and sole power to
dispose or to direct the disposition of 7,977,062 shares of Common Stock, which
represent 80% of the shares of issued and outstanding Common Stock as of July
29, 2003 (based upon Issuer's representations made in its 2002 Annual Report
on Form 10-K filed on April 15, 2003 (SEC file number 000-2973)).
(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."
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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: July 29, 2003
PROHA PLC
By: /s/ Pekka Pere
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Name: Pekka Pere
Title: Chief Executive Officer
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Schedule I
Schedule I to the Statement is hereby deleted in its entirety and replaced
with the following:
"Set forth below is the name, present principal occupation or employment of
the Board of Directors and each executive officer of Proha Plc. The principal
address of Proha Plc and, unless indicated below, the current business address
for each individual listed below is Maapallonkuja 1 A, FIN-02210, Espoo,
Finland, telephone: 011-358-20-4362-000.
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Name/ Citizenship Present Principal Occupation and
Position at Proha Plc/ Current Business Address of Employer
Business Address
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Olof Odman/ Sweden Chairman and Managing
Chairman of the Board of Directors/ Director of Cobnet AB, Neglinge
Neglinge Center, 133 33 Saltsjobaden, Center, 133 33 Saltsjobaden, Sweden
Sweden
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Pekka Pere/ Finland Chief Executive Officer of Proha
Director and Chief Executive Officer Plc
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Klaus Cawen/ Finland Senior Vice President of Kone
Director Corporation, Eliel Saarisen tie
Pb 26, FIN-00401, Helsinki, Finland
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Alec Gores/ United States Chairman of Gores Technology
Director/ Group, 10877 Wilshire Boulevard,
10877 Wilshire Boulevard, Suite 1805, Suite 1805, Los Angeles,
Los Angeles, California 90024 California 90024
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Pekka Makela/ Finland Consultant
Director
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Steven C. Yager/ United States Employee of Gores
Director/ Technology Group, 10877
4041 MacArthur Blvd. Suite Wilshire boulevard, Suite
260, New Port Beach, CA 1805, Los Angeles,
92660 California, 90024"
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