SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
AremisSoft Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
040036-10-6
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(CUSIP Number)
Roys Poyiadjis
Onyx Capital Inc.
c/o Jason S.A.M.
31 Avenue Princess Grace
MC 98000 MONACO
Attn: Peter Grut
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 14, 1999
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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 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. |_|
Check the following box if a fee is being paid with the statement. |_| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
<PAGE>2
CUSIP No. 040026-10-6
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1. NAME OF REPORTING PERSON ONYX CAPITAL INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a |_|
N/A b |_|
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) OR 2(e) |_|
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED 779,620
BY EACH
REPORTING --------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
-------------------------------
10. SHARED DISPOSITIVE POWER
779,620
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
779,620
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGES, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
CUSIP No. 040026-10-6
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON ROYS POYIADJIS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a |_|
N/A b |_|
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) OR 2(e) |_|
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
- ----------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED 779,620
BY EACH
REPORTING --------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
-------------------------------
10. SHARED DISPOSITIVE POWER
779,620
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
779,620
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.76%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGES, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>4
Item 1. Security and Issuer.
This statement relates to the voting Common Stock, $.001 par value, of
AremisSoft Corporation, a Delaware corporation ("AremisSoft" or the "Company").
The address of the Issuer's (AremisSoft's) principal executive offices is
Goldsworth House, Denton Way, Woking Surrey GU213LG, United Kingdom.
Item 2. Identity and Background.
The person filing this statement and the person enumerated in
Instruction C of Schedule 13D, its place of organization, directors, executive
officers and controlling person, is as follows:
Onyx Capital Inc.("Onyx") is a corporation organized in the British
Virgin Islands. The sole director of Onyx is Egmont International Associates,
Inc. The principal business address and principal office of Onyx is c/o Jason
S.A.M., 31 Avenue Princess Grace, MC 98000 Monaco. The principal business of
Onyx is business management and investment. Roys Poyiadjis is the investment
adviser for Onyx. Mr. Poyiadjis is also President and Vice Chairman of the Board
of AremisSoft.
Neither Mr. Poyiadjis, Onyx nor any of the executive officers or
directors of Onyx have, during the past five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to United States federal or state securities
laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In a privately negotiated transaction, Onyx acquired 195,430 shares of
AremisSoft's Common Stock at $5.125 per share, for an aggregate price of
$1,001,578.75. The acquisition was made utilizing existing funds of Onyx.
Item 4. Purpose of the Transactions.
Onyx acquired the 195,430 shares of AremisSoft Common Stock for
investment purposes.
a. Onyx, subject to and depending upon availability at prices
deemed favorable by Onyx, may purchase additional shares of the Company's Common
Stock from time to time in the open market or in privately negotiated
transactions with third parties. Affiliates of Onyx, or others, may, from time
to time, purchase additional shares. Further, while it is not the present
intention of Onyx to do so, it reserves the right to dispose of the shares of
Common Stock held by it in the open market, in privately negotiated transactions
with third parties or otherwise, depending upon market conditions and other
factors.
b. Onyx has no current plans or proposals which relate to or
would result in any of the following:
(i) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
AremisSoft or any of its subsidiaries;
(ii) A sale or transfer of a material amount of assets of
AremisSoft or any of its subsidiaries;
(iii)Any change in the present board of directors or
management of AremisSoft, including any plans or
proposals to change the number or term of directors
<PAGE>5
or to fill any existing vacancies on the board.
(iv) Any material change in the present capitalization or
dividend policy of AremisSoft;
(v) Any other material change in AremisSoft's business or
corporate structure;
(vi) Changes in AremisSoft's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of AremisSoft by any person;
(vii) Causing a class of securities of AremisSoft to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(viii) A class of equity securities of AremisSoft becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(ix) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Onyx directly owns 779,620 shares of AremisSoft Common Stock. As
investment adviser to Onyx, Mr. Poyiadjis shares voting and dispositive power
over the shares of AremisSoft Common Stock with Onyx and, therefore, may be
deemed to be the beneficial owner of the AremisSoft shares held by that entity.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Materials to be Filed as Exhibits.
Not Applicable.
<PAGE>6
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct. This signature page may be executed in one or more
counterparts, each of which shall constitute one and the same instrument.
ONYX CAPITAL INC,
a British Virgin Islands corporation
Dated: July 21, 1999 /s/ ROYS POYIADJIS
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Roys Poyiadjis, Investment Adviser
Dated: July 21, 1999 /s/ ROYS POYIADJIS
----------------------------------
Roys Poyiadjis, an individual
