Filed Pursuant to Rule 424(b)(3)
Registration No. 333-31768
AREMISSOFT CORPORATION
a Delaware corporation
Prospectus Supplement No. 2
(To Prospectus Dated September 1, 2000 and
Prospectus Supplement No. 1 Dated September 7, 2000)
You should read this prospectus supplement, Prospectus Supplement No. 1
dated September 7, 2000 and the related prospectus carefully before you invest.
These documents contain important information you should consider when making
your investment decision.
On December 5, 2000, through our wholly owned subsidiary AremisSoft (E.E.
M.E. A.), a Cyprus corporation, we acquired all of the outstanding capital stock
of e-ChaRM Pvt Ltd, an India corporation ("e-ChaRM"). e-ChaRM is a supplier of
web based Customer Relationship Management and Hospital Management Systems
software, applications and services and its principal offices are located in
India.
Under the terms of a share purchase agreement, we acquired all of the
outstanding shares of e-ChaRM for approximately $10.9 million in an all cash
transaction. The amount of consideration was determined through negotiations
that took into account various factors concerning the business of e-ChaRM
including, among other things, the market value of comparable companies. e-ChaRM
is now one of our wholly-owned subsidiaries.
On December 18, 2000, our Board of Directors declared a two-for-one stock
split in the form of a stock dividend with respect to all issued and outstanding
shares of common stock. All stockholders of record as of the close of business
on December 28, 2000 received one share of common stock for each share of common
stock held as of that date. The payment was made on January 8, 2001. As a result
of the anti-dilution provisions contained in a warrant and our stock option
plans, the warrant and options outstanding as of the close of business on
December 28, 2000 are now exercisable into twice the number of shares at an
exercise price equal to one-half (1/2) their original exercise price. Pursuant
to Rule 416(b) of the Securities Act of 1933, as amended, we filed a Current
Report on Form 8-K with the Securities and Exchange Commission to include the
800,000 additional shares issuable pursuant to the Registration Statement to
which this prospectus supplement relates.
On December 29, 2000, we acquired all of the outstanding shares of Denon
International Limited for $7.34 million. Denon International is a Dubai, U.A.E.,
based company organized in the British Virgin Islands with operations in
Romania, Turkey, Greece, Northern Cyprus, Ukraine, Oman, Qtar, Bahrain, Kuwait,
Kingdom of Saudi Arabia, Jordan and India. Denon International develops,
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markets, implements and supports a fully integrated ERP system with an Arabic
User Interface directed at the ERP market in the Middle East. The amount of
consideration was determined through negotiations that took into account various
factors concerning the business of Denon International including, among other
things, the barriers to entry into the Middle Eastern ERP market and the market
value of comparable companies.
On January 8, 2001, we entered into an agreement with 1st View Limited for
the sale of 325,129 (pre-split) shares or 650,258 (post-split) shares of our
Common Stock for an aggregate purchase price of $11,590,848.85, or $35.65 per
(pre-split) share. We paid a finder's fee equal to 5% of the aggregate purchase
price, or approximately $579,543, in connection with this transaction. The
transaction will result in net proceeds to the Company of approximately
$11,011,306.
This prospectus supplement, together with the prospectus and Prospectus
Supplement No. 1 dated September 7, 2000 constitutes the prospectus required to
be delivered by Section 5(b) of the Securities Act of 1933, as amended.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS. NEITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 2 is January 8, 2001.
