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SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Opus360 Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
68400F109
(CUSIP Number)
April 12, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
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Page 2 of 5 pages
SCHEDULE 13G
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1. Names of Reporting Persons:
Michael S. Dell
I.R.S. Identification Nos. of Above Persons (Entities Only):
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2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [ ]
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3. SEC Use Only:
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4. Citizenship or Place of Organization:
USA
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Number of Shares Beneficially 5. Sole Voting Power:
Owned by Each Reporting Person With: 0
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6. Shared Voting Power:
3,356,134
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7. Sole Dispositive Power:
0
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8. Shared Dispositive Power:
3,356,134
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,356,134
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
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11. Percent of Class Represented by Amount in Row (9):
6.73%
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12. Type of Reporting Person (See Instructions):
IN
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Item 1(a). Name of Issuer: Opus360 Corporation
(b). Address of Issuer's Principal Executive Offices:
39 West 13th Street, 3rd Floor
New York, New York 10011
Item 2(a)-(c). Name, Address and Citizenship of Person Filing:
Michael S. Dell
Dell Computer Corporation
One Dell Way
Round Rock, Texas 78682
Citizenship: USA
(d). Title of Class of Securities: Common Stock, par value $.001
per share
(e). CUSIP Number: 68400F109
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The information in items 1 and 5 through 11 on the cover pages (pp.
2-4) on Schedule 13G is hereby incorporated by reference.
Dell USA, L.P., a Texas limited partnership and a wholly owned
subsidiary of Dell Computer Corporation, owns 1,505,376 shares of the Common
Stock of Opus360 Corporation. Mr. Dell is the chairman, chief executive officer
and a principal stockholder of Dell Computer Corporation. MSD Portfolio L.P. -
Investments, a Delaware limited partnership and an entity
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Page 4 of 5 pages
affiliated with MSD Capital, L.P., the private investment firm for Mr. Dell,
owns 1,550,758 shares of the Common Stock of Opus360 Corporation. Black Marlin
Investments, LLC and Vermeer Investments, LLC, both Delaware limited liability
companies and both entities affiliated with MSD Capital, L.P., the private
investment firm for Mr. Dell, each own 150,000 shares of the Common Stock of
Opus360 Corporation. Therefore, Mr. Dell may be deemed to be the beneficial
owner of 3,356,134 shares of Common Stock of Opus360 Corporation. Mr. Dell
disclaims beneficial ownership of all shares held by Dell USA L.P., Black Marlin
Investments, LLC and Vermeer Investments, LLC.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
1. Dell USA L.P.
2. MSD Portfolio L.P. - Investments
3. Black Marlin Investments, LLC
4. Vermeer Investments, LLC
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
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Page 5 of 5 pages
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.
April 17, 2000
(Date)
By: /s/ MICHAEL S. DELL
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Michael S. Dell
