UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Opus360 Corporation
---------------------------
(Name of Issuer)
Common Stock, $0.001 par value per share
(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
011-358-9-228-228-641
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 11, 2001
(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
================================================================================
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Proha Plc I.R.S. IDENTIFICATION NO. ___________
-------- -----------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Finland
--------------------------------------------------------------------------------
UMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 4,719,299
BY EACH REPORTING
PERSON WITH ------- ------------------------------------
8 SHARED VOTING POWER
None
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
None
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
None
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,719,299
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- -----------------------------------------------------------------------
SCHEDULE 13D
OPUS360 CORPORATION
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock,
$0.001 par value per share ("Common Stock"), of Opus360 Corporation, a Delaware
corporation (the "Issuer"), the principal executive offices of which are located
at 39 West 13th Street, 3rd Floor, New York, New York.
Item 2. Identity and Background
(a) - (c); (f) This statement on Schedule 13D is being filed by
Proha Plc ("Proha"), a public company listed on the Helsinki Stock Exchange,
incorporated under the laws of Finland.
Proha is a Finnish information technology services company that
focuses on providing management services through the Internet. Proha provides
technology and business applications and consulting and outsourcing services.
The principal executive offices of Proha are located at Maapallonkuja 1 A,
FIN-02210, Espoo, Finland, telephone: 011-358-20-4362-000.
The name, citizenship, business address, present principal
occupation or employment of each member of the Board of Directors of Proha and
the executive officers of Proha are set forth on Schedule I attached hereto.
(d)-(e) During the last five years, neither Proha nor, to the
best of Proha's knowledge, any person named on Schedule I attached hereto has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable.
Item 4. Purpose of the Transaction
(a) - (j) Pursuant to the terms of the Share Exchange Agreement, dated
April 11, 2001, by and among the Issuer and Proha (the "Share Exchange
Agreement"), Proha entered into a Voting Agreement on April 11, 2001 (the
"Voting Agreement) by and among Ari Horowitz and Carlos Cashman (each a
"Stockholder" and collectively, the "Stockholders"). Pursuant to the Voting
Agreement, the Stockholders granted Proha an irrevocable proxy (the "Irrevocable
Proxy") which appointed Proha as each Stockholder's proxy and attorney-in-fact
with full power of substitution, to vote all shares of Common Stock owned by the
Stockholders for the purposes described below. The Irrevocable Proxy does not
give ownership of the shares of Common Stock owned directly or indirectly by the
Stockholders to Proha and is subject to certain limitations, as set forth in the
Voting Agreement. The Irrevocable Proxy will terminate and be of no further
force and effect on the earlier to occur of (i) the Closing (as defined below),
(ii) September 30, 2001, and (iii) the termination of the Share Exchange
Agreement pursuant to the terms thereof. The Voting Agreement is filed as
Exhibit 10.1 hereto.
On April 11, 2001, Proha and the Issuer entered into the 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 U.S. Securities and Exchange
Commission (the "SEC") on April 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 (including approval by the
stockholders of the Issuer), the Issuer shall issue and Proha shall accept from
the Issuer on the Closing Date (as defined below) a number of shares of Common
Stock which shall represent 80% of the Common Stock on a fully-diluted basis as
of the Closing Date (the "Opus Shares"). In consideration for the issuance of
the Opus Shares on the Closing Date, Proha shall assign, transfer and deliver to
the Issuer, and the Issuer shall take delivery at the Closing of (i) all of the
issued and outstanding shares of Artemis Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Proha (the "Artemis Shares"), (ii)
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 (iii) 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 filly-diluted basis (the "Accountor Shares", and together with
the Artemis Shares and the Intellisoft Shares, the "Exchanged Shares"). The date
on which such transactions are to be consummated is referred to herein as the
"Closing Date". Proha currently does not own any shares of Common Stock of the
Issuer.
The consummation of the transactions contemplated by the Share
Exchange Agreement (the "Closing") is subject to conditions beyond Proha's
control, such as (i) the approval of the transactions contemplated by the Share
Exchange Agreement by the Issuer's stockholders (the "Stockholder Approval"),
and (ii) approval of the transactions contemplated by the Share Exchange
Agreement by Proha's stockholders.
Pursuant to the Share Exchange Agreement, the Stockholders
entered into the Voting Agreement whereby they agreed to (i) vote such
Stockholder's shares of Common Stock in favor of the transactions contemplated
by the Share Exchange Agreement at a meeting of the Issuer's stockholders called
for the purpose of securing the Stockholder Approval, (ii) vote against any
alternative transactions and certain extraordinary transactions involving a
reorganization of the Issuer or a sale of all or substantially all of the assets
of the Issuer, (iii) vote in favor of the issuance of Common Stock at the
Closing, (iv) vote in favor of the amendment and restatement of the certificate
of incorporation of the Issuer to reflect a four-for-one reverse stock split and
a change in the name of the Issuer, and (v) vote in favor of Prohas's nominees
to the Issuer's Board of Directors as of the Closing Date. In furtherance of the
foregoing, each Stockholder has granted to Proha an Irrevocable Proxy to vote
such Stockholder's shares of Common Stock as described above. On April 11, 2001,
the Stockholders collectively owned 4,719,299 shares of Common Stock
representing approximately 9.5% of the issued and outstanding shares of Common
Stock as of April 11, 2001 (based on the Issuer's representations in the Share
Exchange Agreement and the Voting Agreement). The Voting Agreement is filed as
Exhibit 10.1 hereto.
The Share Exchange Agreement contains certain restrictive
covenants (subject to certain exceptions) with respect to the conduct of the
business of the Issuer from the date of the Share Exchange Agreement through the
Closing, pursuant to which the Issuer has agreed, among other things, without
the prior written consent of Proha, not to (i) declare and pay dividends, (ii)
issue or sell any of its securities or make any other changes in its capital
structures, (iii) amend its charters or bylaws, and (iv) enter into certain
material transactions.
Upon the Closing, the Board of Directors of the Issuer shall
consist of 8 members, 5 of which shall be comprised of nominees of Proha. After
the Closing, pursuant to the Share Exchange Agreement, the Issuer's Board of
Directors will be adjusted as follows: so long as Proha, or any Proha successor,
beneficially owns at least (i) 50% of the aggregate issued and outstanding share
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.
The Share Exchange Agreement may be terminated (i) by mutual
agreement of the parties at any time, (ii) by either party if Stockholder
Approval has not been obtained, (iii) by either party if a court of competent
jurisdiction or any Governmental Authority shall have issued an order
prohibiting the transactions contemplated by the Share Exchange Agreement, (iv)
by the Issuer if the Board of Directors of Proha fails to recommend to Proha's
stockholders approval of the Share Exchange Agreement and the transactions
contemplated thereby or Proha breaches certain representations and warranties,
and (v) by Proha if the Issuer's Board of Directors approves an alternative
transaction, the Issuer violates certain covenants or if Proha is not satisfied
with the Issuer's directors and officers insurance coverage in connection with
the pending class action suit against the Issuer. The Share Exchange Agreement
shall automatically terminate if the transactions contemplated by the Share
Exchange Agreement are not consummated on or prior to September 30, 2001.
If the Share Exchange Agreement is terminated by Proha under the
circumstances described in clauses (ii) or (v) above, the Issuer is obligated to
reimburse Proha for its out-of-pocket expenses (subject to certain limitations)
incurred in connection with the Share Exchange Agreement and is obligated to pay
Proha in certain circumstances a termination fee of up to $250,000.
Pursuant to the Share Exchange Agreement, Proha shall exercise a
purchase option within 90 days following January 1, 2002 to acquire the
remaining and outstanding shares of Artemis International GmbH pursuant to the
Share Option Agreement, dated December 4, 2000, by and between Proha and Holger
Blumenthal and David Thomson. Proha shall transfer such shares to the Issuer at
no additional consideration.
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, Proha nor, to the best if their
knowledge, any of the individuals referred to in Item 2, has any present plan or
proposal which relates to, or 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
(a) As a result of the execution of the Voting Agreement, Proha
may be deemed to be the beneficial owner of 4,719,299 shares of Common Stock,
which would represent approximately 9.5% of the shares of issued and outstanding
Common Stock as of April 11, 2001 (based on the Issuer's representations in the
Share Exchange Agreement and the Voting Agreement). Proha expressly disclaims
beneficial ownership of the shares of Common Stock which are subject to the
Voting Agreement.
(b) In respect of the shares of Common Stock subject to the
Voting Agreement, Proha has the sole power to vote or direct to vote 4,719,299
shares of Common Stock, which would represent approximately 9.5% of the shares
of issued and outstanding Common Stock as of April 11, 2001 (based on the
Issuer's representations in the Share Exchange Agreement and the Voting
Agreement). Proha does not have any power to dispose or direct the disposition
of any shares of Common Stock.
(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
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Share Exchange Agreement. Pursuant to the Share Exchange
Agreement, the Issuer, among other things, has agreed to issue to Proha the Opus
Shares in consideration for which Proha shall transfer the Exchanged Shares to
the Issuer. The Share Exchange Agreement contains covenants and closing
conditions which are customary for similar transactions of this kind.
Voting Agreement. Pursuant to the Voting Agreement, the
Stockholders, who own an aggregate of approximately 9.5% of the issued and
outstanding Common Stock (based on the Issuer's representations in the Share
Exchange Agreement and Voting Agreement), granted the Irrevocable Proxy to Proha
to vote all of their Common Stock with respect to the matters set forth in the
Voting Agreement.
Item 7. Material to be filed as Exhibits
10.1 Voting Agreement, dated April 11, 2001, by and among the Stockholders
named therein and Proha Plc
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: April 23, 2001
PROHA PLC
By:/s/Pekka Pere
----------------------------------
Name: Pekka Pere
Title: Chief Executive Officer
Schedule I
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.
Name/ Citizenship Present Principal Occupation and Business Address
Position at Proha Plc/ of Employer
Current Business Address
Olof Odman/ Sweden Chairman and Managing Director of Cobnet AB,
Chairman of the Board Neglinge Center, 133 33 Saltsjobaden, Sweden
of Directors/
Neglinge Center, 133 33 Saltsjobaden,
Sweden
Pekka Pere/ Finland Chief Executive Officer of Proha Plc
Director and Chief Executive Officer
Klaus Cawen/ Finland Senior Vice President of Kone Corporation, Eliel
Director Saarisen tie Pb 26, FIN-00401, Helsinki, Finland
Alec Gores/ United States Chairman of Gores Technology Group, 10877 Wilshire
Director/ Boulevard, Suite 1805, Los Angeles, California
10877 Wilshire Boulevard, Suite 1805, Los 90024
Angeles, California 90024
Pekka Makela/ Finland Senior Consultant at Proha Plc
Director/Senior Consultant
Steven Yager/ United States President and Chief Executive Officer of Artemis
Director/ Acquisition Corporation and the subsidiaries
6260 Lookout Road thereof, 6260 Lookout Road, Boulder, Colorado
Boulder, Colorado 80301 80301
Juha Tommila/ Finland Chief Executive Officer of Accountor Oy,
Vice President of Financial Management Maapallonkuja 1 A FIN 02210, Espoo, Finland
Business Area of Proha Plc
Raimo Vaalasranta/ Finland Chief Executive Officer of Intellisoft Oy,
Vice President of the Internet Business Maapallonkuja 1 A FIN 02210, Espoo, Finland
Technologies Area of Proha Plc
EXHIBIT INDEX
10.1 Voting Agreement, dated April 11, 2001, by and among the Stockholders
named therein and Proha Plc