SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class and Securities)
68400F109
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(CUSIP Number)
Ari Horowitz
Executive Vice President, Corporate Development
Artemis International Solutions Corporation
39 West 13th Street
New York, New York 10011
(212) 687-6787
with a copy to:
Jeanne Murphy, Esq.
Executive Vice President, General Counsel and Secretary
Artemis International Solutions Corporation
39 West 13th Street
New York, NY 10011
(212) 687-6787
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 20, 2001
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(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 that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box. [ X]
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Ari Horowitz
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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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
USA
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7. SOLE VOTING POWER
NUMBER OF 3,333,351
SHARES -------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,333,351
WITH ------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,351
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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
1.3% (1)
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14. TYPE OF REPORTING PERSON
IN
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(1) Based on 249,124,566 shares outstanding as of November 20, 2001.
Item 1. Security and Issuer.
This Amendment No. 1 amends and supplements the statements on
Schedule 13D (the "Schedule 13D") relating to the common stock, $0.001 par
value per share ("Common Stock"), of Artemis International Solutions
Corporation, a Delaware corporation (the "Issuer"), formerly Opus360
Corporation, filed by Ari Horowitz on August 9, 2001. Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Schedule
13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended as follows:
The July Voting Agreement described in Item 4 of this Schedule 13D
terminated upon the consummation of the Second Closing on November 20,
2001. No funds were used by the Reporting Person in connection with
terminating the July Voting Agreement.
Item 4. Purpose of Transaction.
Item 4 is hereby amended as follows:
Upon termination of the July Voting Agreement and the July
Irrevocable proxy as of the Second Closing, the Reporting Person is no
longer Proha's proxy or the attorney-in-fact for Proha. The Reporting
Person no longer has any power to vote any shares of Common Stock owned by
Proha for any purposes and may no longer be considered the beneficial owner
of any Common Stock owned by Proha.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
(a) The Reporting Person is the owner of record of 3,333,351
shares of Common Stock, which constitutes beneficial ownership of
approximately 1.3% of the total number of shares of outstanding Common
Stock as of November 20, 2001.
(b) In respect of the shares of Common Stock owned of record by
the Reporting Person, and due to the termination of the April Voting
Agreement pursuant to its terms, the Reporting Person has sole power to
vote or to direct to vote 3,333,351 shares of Common Stock, which
represents approximately 1.3% of the shares of issued and outstanding
Common Stock as of November 20, 2001.
(c) Except as described herein, the Reporting Person does not
beneficially own nor has acquired or disposed of any shares of Common Stock
during the past 60 days.
(d) Not applicable.
(e) On November 20, 2001, the Reporting Person ceased to be the
beneficial owner of more than five percent of any class of securities of
the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth under Items 4 and 5 is hereby
incorporated by reference.
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.
Date: November 20, 2001
ARI HOROWITZ
By: /s/ Ari Horowitz