SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
Artemis International Solutions Corp. f/n/a Opus360 Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
68400F 10 9
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x ] Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 68400F 10 9
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Scientifics, Inc. 23-1609753
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 3,151,481
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 3,151,481
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,151,481
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.27%
12. TYPE OF REPORTING PERSON*
CO
CUSIP NO. 68400F 10 9
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Scientifics (Delaware), Inc. 51-0291171
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 347,942
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 347,942
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,942
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.14%
12. TYPE OF REPORTING PERSON*
CO
CUSIP NO. 68400F 10 9
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Delaware, Inc. 52-2081181
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 2,791,360
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 2,791,360
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,791,360
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.12%
12. TYPE OF REPORTING PERSON*
CO
CUSIP NO. 68400F 10 9
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Compushop, Inc. 75-1545827
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 17,959
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 17,959
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,959
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
12. TYPE OF REPORTING PERSON*
CO
CUSIP NO. 68400F 10 9
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Partners Capital, L.P. 23-2986391
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON*
PN
CUSIP NO. 68400F 10 9
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Safeguard Fund Management, Inc. 23-3045546
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 12,189
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 12,189
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,189
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON*
CO
CUSIP NO. 68400F 10 9
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bonfield Partners Capital, L.P. 23-3054899
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 51,540
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 51,540
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,540
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
12. TYPE OF REPORTING PERSON*
PN
CUSIP NO. 68400F 10 9
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bonfield Insurance Ltd. 51-0403059
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 51,540
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 51,540
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,540
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
12. TYPE OF REPORTING PERSON*
IC
Item 1 (a) Name of Issuer:
Artemis International Solutions Corp.
Item 1 (b) Address of Issuer's Principal Executive Offices:
599 Broadway, 11th Floor
New York, NY 10012
Item 2 (a) Name of Person Filing:
(1) Safeguard Scientifics, Inc.
(2) Safeguard Scientifics (Delaware), Inc.
(3) Safeguard Delaware, Inc.
(4) CompuShop Incorporated
(5) Safeguard Partners Capital, L.P.
(6) Safeguard Fund Management, Inc.
(7) Bonfield Partners Capital, L.P.
(8) Bonfield Insurance Ltd.
Item 2 (b) Address of Principal Business Office:
(1) 800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
(2)(3)(4)
(5)(6)(7)
(8) 103 Springer Building
3411 Silverside Road
Wilmington, DE 19803
Item 2 (c) Citizenship:
(1) Pennsylvania
(2)(3)(5)
(6)(7) Delaware
(4) Texas
(8) British Virgin Islands
Item 2 (d) Title of Class of Securities:
Common Stock, $.001 par value per share
Item 2 (e) CUSIP Number:
68400F 10 9
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a :
(a) [ ] Broker or dealer registered under Section 15 of
the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Exchange Act;
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(F);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(i) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Not applicable
Item 4 Ownership:
(a) Amount Beneficially Owned:
3,151,481 shares of common stock*
(b) Percent of Class:
1.27%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
3,151,481 shares of common stock*
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
3,151,481 shares of common stock*
* Includes the following shares:
2,749,183 shares owned of record by Safeguard Delaware, Inc. ("SDI"), a
wholly owned subsidiary of Safeguard Scientifics, Inc. ("Safeguard");
51,540 shares owned of record by Bonfield Partners Capital, L.P., a
limited partnership organized under the laws of Delaware ("Bonfield
Capital"); and
350,758 shares owned by CompuCom Systems, Inc., of which Safeguard
indirectly owns approximately 60% of the voting securities.
Bonfield Insurance Ltd., an insurance company owned by SDI, Safeguard
Scientifics (Delaware), Inc. ("SSDI") and Safeguard Fund Management, Inc.
("SFMI"), is the general partner of Bonfield Capital and has sole voting and
dispositive power over the securities owned by Bonfield Capital. SSDI is a
wholly owned subsidiary of Safeguard, and SFMI is a wholly owned subsidiary
of SDI.
SSDI, SDI, and Compushop Incorporated ("Compushop"), a wholly owned subsidiary
of SSDI, own, in the aggregate, approximately 60% of the voting securities of
CompuCom Systems, Inc.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [X]
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Safeguard Scientifics, Inc., Safeguard Scientifics (Delaware), Inc.,
Safeguard Delaware, Inc., Compushop Incorporated, Bonfield Partners Capital,
L.P. and Bonfield Insurance Ltd. are members of a group for purposes of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable
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.
In executing this statement, the undersigned agree, to the extent required by
Rule 13d-1(k)(1)(iii), that this statement is being filed jointly on behalf on
each of the Reporting Persons herein.
SAFEGUARD SCIENTIFICS, INC.
Dated: February 12, 2002 By: /s/ N. Jeffrey Klauder
---------------------------------
N. Jeffrey Klauder
Managing Director and
General Counsel
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
Dated: February 12, 2002 By: /s/ N. Jeffrey Klauder
---------------------------------
N. Jeffrey Klauder
Vice President
SAFEGUARD DELAWARE, INC.
Dated: February 12, 2002 By: /s/ N. Jeffrey Klauder
---------------------------------
N. Jeffrey Klauder
Vice President
COMPUSHOP INCORPORATED
Dated: February 12, 2002 By: /s/ N. Jeffrey Klauder
---------------------------------
N. Jeffrey Klauder
Vice President
SAFEGUARD FUND MANAGEMENT, INC.
Dated: February 12, 2002 By: /s/ N. Jeffrey Klauder
---------------------------------
N. Jeffrey Klauder
Vice President
SAFEGUARD PARTNERS CAPITAL, L.P.
Dated: February 12, 2002 By: /s/ N. Jeffrey Klauder
---------------------------------
N. Jeffrey Klauder
Vice President of Safeguard Fund
Management, Inc., the general
Partner
BONFIELD PARTNERS CAPITAL, L.P.
Dated: February 12, 2002 By: /s/ N. Jeffrey Klauder
---------------------------------
N. Jeffrey Klauder
Vice President of Bonfield Insurance
Ltd., the general partner
BONFIELD INSURANCE LTD.
Dated: February 12, 2002 By: /s/ N. Jeffrey Klauder
---------------------------------
N. Jeffrey Klauder
Vice President