<PAGE>
As filed with the Securities and
Exchange Commission on April 24, 2000 Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
OPUS360 CORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 7389 13-4023714
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
-------------------
39 WEST 13TH STREET, 3RD FLOOR
NEW YORK, NEW YORK 10011
(212) 687-6787
Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
OPUS360 CORPORATION
2000 STOCK OPTION PLAN
OPUS360 CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
OPUS360 CORPORATION
2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
OPUS360 CORPORATION
1998 STOCK OPTION PLAN
PEOPLEMOVER, INC.
1999 STOCK INCENTIVE PLAN
AMENDED AND RESTATED NON-STATUTORY OPTION AGREEMENT DATED AS OF FEBRUARY 2, 2000
BETWEEN OPUS360 CORPORATION AND RICHARD S. MILLER
NON-STATUTORY OPTION AGREEMENT DATED AS OF MARCH 23, 2000
BETWEEN OPUS360 CORPORATION AND DR. RAM CHILLAREGE
(Full title of the plans)
-------------------
ARI B. HOROWITZ
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OPUS360 CORPORATION
39 WEST 13TH STREET, 3RD FLOOR
NEW YORK, NEW YORK 10011
(212) 687-6787
(Name, address, including zip code, and telephone number, including
area code, of agent for service of process)
-------------------
WITH COPIES TO:
JOHN J. SUYDAM, ESQ.
O'SULLIVAN GRAEV & KARABELL, LLP
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
(212) 408-2400
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================== ====================== ===================== ===================== ==================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED* PER SHARE (1) OFFERING PRICE FEE
- ------------------------------------------- ---------------------- --------------------- --------------------- ------------------
=========================================== ====================== ===================== ===================== ==================
<S> <C> <C> <C> <C>
Common Stock; $.001 par value 8,261,649 shares $9.58/5.66 $57,101,867 (2) $15,074.89
=========================================== ====================== ===================== ===================== ==================
Common Stock; $.001 par value 2,250,000 shares $5.66 $12,726,563 (3) $ 3,359.81
=========================================== ====================== ===================== ===================== ==================
Common Stock; $.001 par value 1,125,000 shares $5.66 $ 6,363,281 (4) $ 1,679.91
=========================================== ====================== ===================== ===================== ==================
Common Stock; $.001 par value 5,388,351 shares $2.13 $11,477,188 (5) $ 3,029.98
=========================================== ====================== ===================== ===================== ==================
Common Stock; $.001 par value 1,023,759 shares $4.88 $ 4,999,397 (6) $ 1,319.84
=========================================== ====================== ===================== ===================== ==================
Common Stock; $.001 par value 1,174,582 shares $2.66/8.00 $ 6,196,656 (7) $ 1,635.92
=========================================== ====================== ===================== ===================== ==================
Common Stock; $.001 par value 470,000 shares $5.00/10.00 $ 3,450,000 (8) $ 910.80
=========================================== ====================== ===================== ===================== ==================
TOTAL REGISTRATION FEE: $27,011.15
=================================================================================================================================
</TABLE>
(1) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) These shares are offered under the Opus360 Corporation 2000 Stock
Option Plan. Pursuant to Rule 457 (c) and 457 (h)(1) the maximum
aggregate offering price is calculated as the sum of (a) the product
of 2,643,368 options outstanding and the weighted average strike price
of approximately $9.58 per share, for an aggregate offering price of
$25,323,465, and (b) the product of the remaining 5,618,281 shares
under the plan and the average of the high and low prices for the
Common Stock as quoted on the Nasdaq National Market on April 17, 2000,
or $31,778,402, representing a maximum aggregate offering price of
$57,101,867.
(3) These shares are offered under the Opus360 Corporation 2000 Employee
Stock Purchase Plan. Pursuant to Rule 457(c) and 457 (h)(1) the maximum
aggregate offering price for the 2,250,000 shares issuable under the
plan is calculated based upon the average of the bid and asked price as
of April 17, 2000.
(4) These shares are offered under the Opus360 Corporation 2000
Non-Employee Directors' Stock Option Plan. Pursuant to Rule 457(c) and
457(h)(1) the filing fee for the 1,125,000 shares issuable on the
exercise of outstanding options under the plan is calculated based upon
the the average of the high and low prices for the Common Stock as
quoted on the Nasdaq National Market on April 17, 2000.
(5) These shares are offered under our 1998 Stock Option Plan. Pursuant to
Rule 457(h)(1) the maximum aggregate offering price for these shares
is calculated based upon the the product of the 5,388,351 shares
issuable and unexercised under existing grants as of the date hereof
and the weighted average strike price thereof, which is $2.13, or
$11,477,188.
(6) These shares are offered under the PeopleMover, Inc.1999 Stock
Incentive Plan. Pursuant to Rule 457(h)(1) the maximum aggregate
offering price is based upon the 1,023,759 shares issuable on the
exercise of outstanding options multiplied by the weighted
average strike price of $4.88 per share.
(7) These shares are offered under the Amended and Restated Non-Statutory
Option Agreement dated as of February 2, 2000 between Opus360
Corporation and Richard S. Miller. Pursuant to the agreement, and
subject to the vesting provisions thereof, Mr. Miller has the right to
purchase (i) up to 600,000 shares at a price of $2.67 per share and
(ii) up to 574,582 shares at a price of $8.00 per share.
(8) These shares are offered under the Non-Statutory Option Agreement dated
as of March 23, 2000 between Opus360 Corporation and Dr. Ram
Chillarege. Pursuant to the agreement, and subject to the vesting
provisions thereof, Dr. Chillarege has the right to purchase up to (i)
100,000 shares at an exercise price of $5.00; (ii) 150,000 shares at an
exercise price of $5.00; and (iii) 220,000 shares at an exercise price
of $10.00.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
* The document(s) containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(a) The following documents, which have been filed by Opus360
Corporation, a Delaware corporation (the Registrant"), with the Commission, are
incorporated herein by reference:
(i) The Registrant's definitive Prospectus dated
April 7, 2000.
(ii) The description of the Common Stock contained
in the Registrant's Registration Statement on Form 8-A
(Amended), filed with the Commission pursuant to the Exchange
Act on April 3, 2000.
(b) In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The O'Sullivan Graev & Karabell, LLP Profit Sharing Plan owns 60,000
shares of common stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors, officers and certain other persons in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").
II-1
<PAGE>
Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation and its By-Laws provide that, to the fullest extent permitted by
the laws of the State of Delaware, no director will be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Registrant or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint venture, limited liability company, trust or
other enterprise, is entitled to be indemnified and held harmless by the
Registrant to the fullest extent permitted by Delaware Law; PROVIDED, HOWEVER,
that except for proceedings to enforce rights to indemnification, the Registrant
is not obligated to indemnify any such person (or the heirs, executors or
administrators of such person) in connection with any action, suit or proceeding
(or part thereof) initiated by such person unless such action, suit or
proceeding (or part thereof) was authorized or consented to by the Board of
Directors. The right to indemnification conferred in the Registrant's Amended
and Restated Certificate of Incorporation also includes the right to be paid by
the Registrant the expenses incurred in connection with any such proceeding in
advance of its final disposition to the fullest extent authorized by Delaware
Law.
In addition, the Registrant maintains liability insurance for its
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
NO.
3.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-93185)).
3.2 Amended By-Laws of the Registrant (incorporated by referenced
to Exhibit 3.4 to the Registrant's Registration Statement on
Form S-1 (Registration No.
333-93185)).
4.1 Opus360 Corporation 2000 Stock Option Plan (incorporated by
referenced to Exhibit 10.24 to the Registrant's Registration
Statement on Form S-1 (Registration No.
333-93185)).
4.2 Opus360 Corporation 2000 Employee Stock Purchase Plan
(incorporated by referenced to Exhibit 10.26 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-93185)).
4.3 Opus360 Corporation 2000 Non-Employee Directors' Stock Option
Plan (incorporated by referenced to Exhibit 10.25 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-93185)).
4.4 Opus360 Corporation 1998 Stock Option Plan (incorporated by
referenced to Exhibit 10.8 to the Registrant's Registration
Statement on Form S-1 (Registration No.
333-93185)).
4.5 PeopleMover, Inc. 1999 Stock Incentive Plan (incorporated by
referenced to Exhibit 10.28 to the
II-2
<PAGE>
Registrant's Registration Statement on Form S-1
(Registration No. 333-93185)).
4.6 Amended and Restated Non-Statutory Option Agreement dated as of
February 2, 2000 between Opus360 Corporation and Richard S.
Miller (incorporated by referenced to Exhibit 10.33 to the
Registrant's Registration Statement on Form
S-1 (Registration No. 333-93185)).
4.7 Non-Statutory Option Agreement dated as of March 23, 2000
between Opus360 Corporation and Dr. Ram Chillarege
(incorporated by referenced to Exhibit 10.32 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-93185))
5.1 Opinion of O'Sullivan Graev & Karabell, LLP (including the
consent of such firm) regarding the legality of securities
being offered.
23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in their
opinion filed as Exhibit 5 hereto).
23.2 Consent of KPMG LLP, independent auditors with respect to
Opus360 Corporation
23.3 Consent of KPMG, independent auditors with respect to The
Churchill Benefit Corporation.
23.4 Consent of PricewaterhouseCoopers independent auditors.
24.1 Powers of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 17th day of
April, 2000.
OPUS360 CORPORATION
By: /s/ ARI B. HOROWITZ
------------------------------
Ari B. Horowitz
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and/or officers of Opus360 Corporation
(the "Registrant"), hereby severally constitute and appoint Ari B. Horowitz and
Richard McCann, and each of them individually, with full powers of substitution
and resubstitution, our true and lawful attorneys, with full powers to each of
them to sign for us, in our names and in the capacities indicated below, this
Registration Statement on Form S-8, and any and all amendments to this
Registration Statement on Form S-8, and to file or cause to be filed the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as each of them might or could do in person, and hereby
ratifying and confirming all that said attorneys, and each of them, or their
substitute or substitutes, shall do or cause to be done by virtue of this Power
of Attorney. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board and April 17, 2000
Chief Executive Officer
(Principal Executive
/s/ Ari B. Horowitz Officer)
- -----------------------
Ari B. Horowitz
President, Chief April 17, 2000
Operating Officer and
/s/ Richard S. Miller Director
- -----------------------
Richard S. Miller
Senior Vice President, April 17, 2000
Chief Financial Officer,
and Secretary (Principal
Financial Officer and
Principal Accounting
/s/ Richard McCann Officer)
- -----------------------
Richard McCann
/s/ James Cannavino Director April 18, 2000
- -----------------------
James Cannavino
<PAGE>
/s/ Irwin Lieber Director April 17, 2000
- -----------------------
Irwin Lieber
/s/ Roger J. Weiss Director April 18, 2000
- -----------------------
Roger J. Weiss
/s/ Barry Rubenstein Director April 18, 2000
- -----------------------
Barry Rubenstein
/s/ William R. Nuti Director April 17, 2000
- -----------------------
William R. Nuti
/s/ John K. Halve Director April 17, 2000
- -----------------------
John K. Halvey
/s/ John L. Drew Director April 18, 2000
- -----------------------
John L. Drew
<PAGE>
ITEM 10. EXHIBITS
EXHIBIT NO. DESCRIPTION
3.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-93185)).
3.2 Amended By-Laws of the Registrant (incorporated by referenced
to Exhibit 3.4 to the Registrant's Registration Statement on
Form S-1 (Registration No.
333-93185)).
4.1 Opus360 Corporation 2000 Stock Option Plan (incorporated by
referenced to Exhibit 10.24 to the Registrant's Registration
Statement on Form S-1 (Registration No.
333-93185)).
4.2 Opus360 Corporation 2000 Employee Stock Purchase Plan
(incorporated by referenced to Exhibit 10.26 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-93185)).
4.3 Opus360 Corporation 2000 Non-Employee Directors' Stock Option
Plan (incorporated by referenced to Exhibit 10.25 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-93185)).
4.4 Opus360 Corporation 1998 Stock Option Plan (incorporated by
referenced to Exhibit 10.8 to the Registrant's Registration
Statement on Form S-1 (Registration No.
333-93185)).
4.5 PeopleMover, Inc. 1999 Stock Incentive Plan (incorporated by
referenced to Exhibit 10.28 to the Registrant's Registration
Statement on Form S-1 (Registration No.
333-93185)).
4.6 Amended and Restated Non-Statutory Option Agreement dated as of
February 2, 2000 between Opus360 Corporation and Richard S.
Miller (incorporated by referenced to Exhibit 10.33 to the
Registrant's Registration Statement on Form
S-1 (Registration No. 333-93185)).
4.7 Non-Statutory Option Agreement dated as of March 23, 2000
between Opus360 Corporation and Dr. Ram Chillarege
(incorporated by referenced to Exhibit 10.32 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-93185))
5.1 Opinion of O'Sullivan Graev & Karabell, LLP (including the
consent of such firm) regarding the legality of securities
being offered.
<PAGE>
23.1 Consent of O'Sullivan Graev & Karabell, LLP (included in their
opinion filed as Exhibit 5 hereto).
23.2 Consent of KPMG LLP, independent auditors with respect to
Opus360 Corporation.
23.3 Consent of KPMG LLP independent auditors with respect to
The Churchill Benefit Corporation.
23.4 Consent of PricewaterhouseCoopers, independent auditors.
24.1 Powers of Attorney (included on signature page).
<PAGE>
EXHIBIT 5.1
April 24, 2000
Opus360 Corporation
39 West 13th Street
New York, New York 10011
OPUS360 CORPORATION
19,693,341 SHARES OF COMMON STOCK, $.001 PAR VALUE
Dear Sirs:
We have acted as counsel to Opus360 Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 19,693,341 shares (the "Shares") of
Common Stock, $.001 par value per share, of the Company issuable pursuant to
(i) the Opus360 Corporation 2000 Stock Option Plan, (ii) the Opus360
Corporation 2000 Employee Stock Purchase Plan, (iii) the Opus360 Corporation
2000 Non-Employee Directors' Stock Option Plan, (iv) the Opus360 Corporation
1998 Stock Option Plan, (v) the PeopleMover, Inc. 1999 Stock Incentive Plan,
(vi) that certain Amended and Restated Non-Statutory Option Agreement dated
as of February 2, 2000 between Opus360 Corporation and Richard S. Miller and
(vii) that certain Non-Statutory Option Agreement dated as of March 23, 2000
between Opus360 Corporation and Dr. Ram Chillarege (collectively, the
"Plans").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based upon the foregoing, we are of the opinion that the issuance of
the Shares pursuant to the Plans has been duly authorized and, when issued,
delivered and paid for in accordance with the provisions of the Plans, the
Shares will be validly issued, fully paid and nonassessable.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Registration Statement on Form S-8 being filed by the Company to register
the Shares. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ O'Sullivan Graev & Karabell
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of
Opus 360 Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of Opus360 Corporation of our report dated February 8, 2000, except
as to paragraphs 5 through 12 of note 13 and paragraphs 18 through 20 of note
13 which are as of March 1, 2000 and paragraphs 1 and 24 through 26 of note
10 and paragraphs 3 through 6 of note 14 which are as of April 3, 2000,
relating to the consolidated balance sheets of Opus360 Corporation as of
December 31, 1998 and 1999, and the related statements of operations,
stockholders' equity and cash flows for the period from August 17, 1998
(inception) to December 31, 1998 and the year ended December 31, 1999, which
report appears in the registration statement on Form S-1 of Opus360
Corporation, and to the reference to our firm under the heading "Experts" in
the prospectus.
/s/ KMPG LLP
- ------------------
KPMG LLP
New York, New York
April 17, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of
Opus360 Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of Opus360 Corporation of our report dated October 8, 1999 relating
to the balance sheets of The Churchill Benefit Corporation as of December 31,
1997 and 1998, and the related statement of operations, stockholders' equity
and cash flows for the years then ended, which report appears in the
registration statement on Form S-1 of Opus360 Corporation, and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
- -----------------------------
KPMG LLP
New York, New York
April 17, 2000
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement of our report dated January 14, 2000, except for
subsequent events described in Note 10, as to which the date is February 24,
2000, and the commitment of support described in Note 1, as to which the date
is February 29, 2000 relating to the financial statements of PeopleMover,
Inc., which appear in definitive Prospectus filed as Part 1 of the
Registration Statement of Opus 360 Corporation on Form S-1 (File No.
333-93185).
/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers
Woodland Hills, California
April 20, 2000
