FORM 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
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INITIAL STATEMENT OF |OMB NUMBER: 3235-0104|
BENEFICIAL OWNERSHIP OF SECURITIES |EXPIRES: |
| DECEMBER 31, 2001 |
Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE |
Securities Exchange Act of 1934, |BURDEN HOURS |
Section 17(a) of the Public Utility |PER RESPONSE..... 0.5|
Holding Company Act of 1935 |_____________________|
or Section 30(f) of the Investment
Company Act of 1940
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1. Name and Address of Reporting Person
Schwartz Peter
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(Last) (First) (Middle)
c/o Opus360 Corporation, 39 West 13th Street
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(Street)
New York New York 10011
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
September 8, 2000
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3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)
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4. Issuer Name and Ticker or Trading Symbol
Opus360 Corporation (OPUS)
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director
( ) 10% Owner
( x) Officer (give title below)
( ) Other (specify title below)
Executive Vice President and Chief Financial Officer
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6. If Amendment, Date of Original (Month/Day/Year)
n/a
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7. Individual or Joint/Group Filing (Check Applicable Line)
( x)Form filed by One Reporting Person
___Form filed by More than One Reporting Person
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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|1. Title of Security|2. Amount of |3. Ownership |4. Nature of |
| (Instr. 4) | Securities | Form: Direct| Indirect |
| | Beneficially| (D) or | Beneficial |
| | Owned | Indirect (I)| Ownership |
| | (Instr. 4) | (Instr. 5) | (Instr. 5) |
|--------------------|---------------|---------------|--------------------|
[TYPE ENTRIES HERE]
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. Title of Derivative Security (Instr. 4)
Stock Option (right to buy)
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2. Date Exercisable and Expiration Date (Month/Day/Year)
(1) September 8, 2010
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Date Exercisable Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
common stock 700,000
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Title Amount or Number of Shares
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4. Conversion or Exercise Price of Derivative Security
$3.69
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5. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 5)
D
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
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EXPLANATION OF RESPONSES:
(1) These stock options will vest with respect to 140,000 shares subject
thereto immediately, 16.67% of balance of the shares subject
thereto on the date which is six months after the date of grant and
the remaining balance will vest in equal monthly installments over
the next succeeding 30 months.
/s/ Jeanne M. Murphy - Attorney-in-fact September 18, 2000
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** SIGNATURE OF REPORTING PERSON DATE
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** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78ff(a).
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY
SIGNED. IF SPACE IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB NUMBER.
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POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Ari B. Horowitz, Richard McCann and Jeanne
M. Murphy, signing singly, the undersigned's true and lawful
attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Opus360 Corporation (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5 and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4, and
5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 18th day of September, 2000.
/s/ Peter Schwartz
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Print Name: Peter Schwartz
