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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15 (d) of
The Securities Act of 1934

Date of Report (Date of earliest event reported): ~~June~~December 307, 2001

AREMISSOFT CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	0-25713	68-0413939
Delaware (State or other jurisdiction of incorporation or organization)		0-25713 Commission File No.	68-0413939 (I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	Commission File No.	(I.R.S. Employer Identification No.)
Two Meridian Crossings Minneapolis, MN (Address of principal executive offices)			55423 (Zip Code)
Two Meridian Crossings Minneapolis, MN (Address of principal executive offices)		55423 (Zip Code)
(612) 851-1900 (Registrant's telephone number, including area code)
(Former name or former address if changed since last report)

(612) 851-1900 (Registrant's telephone number, including area code)

Sentry Office Plaza 216 Haddon Avenue, Suite 607 Westmont, New Jersey 08108 (Former name or former address if changed since last report)

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

~~SEC~~Withdrawal ~~Investigation~~of ~~and~~Audit ~~Proceeding~~Report.

On ~~July~~December 314, 2001, AremisSoft Corporation (the "Company") ~~announced~~filed ~~that~~a itForm 8-K ~~was~~reporting ~~cooperating with~~ a ~~Securities~~number ~~and~~of ~~Exchange Commission ("SEC") investigation into~~events, ~~among~~including ~~other things,~~ the ~~Company's~~preliminary ~~contracts~~results ~~with the National Health Insurance Fund~~ of an ~~Bulgaria~~internal ~~("NHIF"). After commencement of the SEC~~ investigation, ~~AremisSoft~~through ~~engaged~~which ~~outside accountants~~it ~~to review cash receipts from the Bulgarian contracts. Based upon this review, AremisSoft~~ was ~~able~~unable to ~~confirm~~substantiate ~~receipt~~approximately ~~of only~~ $~~1.7~~90 million ~~from~~of ~~the~~consolidated ~~NHIF,~~revenue ~~while~~generated itby ~~had~~its ~~recognized~~Emerging ~~a total~~Markets ofGroup ~~$7.1 million~~("EMG") ofin ~~revenue on these contracts during~~ 2000. ~~AremisSoft~~The ~~also asked outside counsel to review the contracts with the NHIF to further determine the size and scope of the~~Company ~~contracts.~~noted ~~Based~~that ~~upon~~ this ~~review~~, ~~AremisSoft~~and ~~believes~~other ~~that~~information itderived ~~was~~from ~~awarded~~ the ~~first two phases of the contracts~~investigation, ~~worth~~caused ~~approximately~~it ~~$3.9 million~~to inexpect ~~revenue~~that ~~(based~~previously onreleased ~~exchange~~prior ~~rates~~period ~~in existence~~financial onstatements ~~the~~would ~~date~~require ofsubstantial ~~signing),~~adjustments ~~but~~and that those ~~the~~adjustments ~~other~~could ~~phases~~result ofin ~~the~~substantial ~~contracts~~losses ~~are~~in ~~contingent~~prior ~~on a number of events~~periods.

InOn ~~part~~December 7, ~~because~~2001, ofPKF (the ~~SEC~~independent ~~investigation,~~auditors ~~because of irregularities~~ that ~~became~~reported ~~apparent~~on ~~during~~financial ~~the~~statements ~~review~~ of the ~~NHIF~~Company ~~contracts,~~at and ~~because~~for of the ~~officer~~years ~~and~~ended ~~director changes referenced below~~December 31, in1999 ~~August 2001~~and ~~AremisSoft engaged Deloitte & Touche to conduct forensics work relating to its Cyprus-based Emerging Markets Group ("EMG"~~2000), ~~an operating group managed by~~notified ~~executives~~the ~~who~~Company ~~have~~that ~~since~~the ~~left~~auditors' ~~its~~reports ~~employ.~~of ~~The~~PKF ~~Company's~~on ~~Board~~such offinancial ~~Directors~~statements, ~~also~~as ~~created~~originally aissued ~~Special~~or ~~Litigation~~as ~~Committee~~restated, ~~comprised~~must ofno ~~its~~longer ~~three~~be ~~outside~~associated ~~directors,~~with tosuch ~~work~~statements ~~with~~and ~~the~~that ~~Company~~such auditors's ~~counsel~~reports ~~and~~should ~~Deloitte &~~no ~~Touche~~longer be relied on.

~~In September 2001~~Reduction ~~the Company announced that, based on available information, it had concluded that,~~ in addition to the previously reported issues relating to the Bulgarian contracts, there are financial and accounting irregularities relating to revenue recognition in the EMG. The Company is unable to substantiate the approximately $90 million of consolidated revenue reported by the EMG in 2000 or the expenses associated with the EMG or its Cyprus operations. Additionally, the Company concluded that its acquisitions of e-nnovations.com, E-ChaRM India Pvt Ltd and Denon International Ltd, companies identified and evaluated by executives in the EMG, were recorded at values not substantiated by information developed in the investigation. The Company's counsel is continuing to investigate who is responsible for these financial and accounting irregularities and whether any funds were misappropriated from the Company in connection with the three acquisitions. It is anticipated that the Company's investigation will near completion by year end. The Company expects that previously released prior period financial statements would require substantial adjustments because of the facts derived from this investigation and that those adjustments could result in losses in prior periods. Workforce

~~On October 4,~~In ~~2001,~~an ~~the~~effort ~~SEC~~to ~~filed~~consolidate ~~suit~~past inAremisSoft ~~the~~acquisitions ~~Southern District of New York against the Company,~~ and ~~against~~reduce ~~Roys~~expense ~~Poyiadjis~~for ~~and Lycourgos Kyprianou~~2002, ~~former Co-Chief Executive Officers of~~ the Company, ~~alleging~~is ~~that~~reducing ~~the~~its ~~defendants~~total ~~overstated~~workforce ~~the~~by ~~value~~approximately of12 ~~the Company's contracts~~percent, ~~revenues and recent acquisitions, and that the two former officers engaged in insider~~ ~~trading. On October 19, 2001, the Company, without admitting~~ or ~~denying~~about ~~any~~150 ~~of the allegations in the suit~~workers, ~~consented~~primarily ~~to the entry of a preliminary injunction enjoining it~~ from ~~violating certain~~its ~~securities~~Hospitality ~~laws~~and ~~pending~~Manufacturing ~~the outcome of the litigation~~Groups. OnThe ~~the~~workforce ~~same date the court entered an order preliminarily enjoining Mr. Poyiadjis and Dr. Kyprianou from further violations of securities laws~~reductions, ~~freezing~~which ~~their~~are ~~assets~~being ~~derived~~implemented ~~from~~in ~~the~~stages ~~sale~~through ofearly ~~AremisSoft stock~~retirement, ~~and~~attrition ~~requiring them to account for~~ and ~~repatriate such assets to the United States. The order does not freeze the~~terminations, ~~assets~~will ofbe ~~the~~effective ~~Company~~December 31, ~~or otherwise affect its business operations~~2001. ~~The Company continues to cooperate with the SEC in connection with its investigation and lawsuit.~~

~~The Company~~Trading is also aware that the Office of the United States Attorney for the Southern District of New York has commenced an investigation relating to the irregularities cited in the SEC proceedings, including the insider trading allegations. The Company is cooperating with such investigation and lawsuit. Activity

~~Civil~~ The ~~Suits~~ Company's common stock was delisted from the Nasdaq effective August 30, 2001 and does not qualify for listing on the Nasdaq's over the counter bulletin board or any other exchange. Nevertheless, the trading volume reported by pinksheets and other unregulated reporting services during the past week has been unusually high and the prices extremely volatile.

~~(1) Delaware~~The Company ~~Derivative~~reminds ~~Action. On~~investors ~~June 8~~that ~~and~~the ~~June 11,~~Company ~~2001,~~has ~~Plaintiffs~~not ~~Thomas~~filed ~~Malagisi and~~or ~~Jeffrey~~publicly ~~Munic~~released ~~respectively~~financial ~~brought~~information ~~shareholders'~~regarding ~~derivative~~its ~~suits~~financial inposition ~~Chancery~~or ~~Court~~results ~~for~~of ~~the~~operations ~~State~~for ofperiods ~~Delaware~~after March 31, ~~alleging~~2001 ~~that several of AremisSoft's Directors~~ and ~~former Directors (including~~ ~~Lycourgos~~has K.indicated ~~Kyprianou,~~in ~~Roys~~previous ~~Poyiadjis,~~filings ~~Dann~~that V.its ~~Angeloff,~~previously H.released ~~Tate~~prior ~~Holt,~~period ~~George~~financial ~~Papadopoulos,~~statements ~~John~~may ~~Malamas,~~require ~~Noel~~substantial ~~Voice, George H~~adjustments. ~~Ellis~~Accordingly, ~~and~~investors ~~Theodore~~are S.reminded ~~Fessas—AremisSoft~~that ~~Corporation~~current ~~was~~trading ain the ~~Nominal~~Company's ~~Defendant)~~common ~~had~~stock ~~breached~~is ~~their~~subject ~~fiduciary duties~~ to ~~the~~a ~~Corporation.~~high ~~The~~degree ~~claims~~of ~~were~~risk ~~consolidated~~and onis ~~July 12,~~highly ~~2001~~speculative asfor Ina Renumber ~~AremisSoft~~of ~~Corporation Derivative Litigation (Consolidated Civil Action No. 18954)~~reasons, ~~and~~including ~~dismissed by~~ the ~~Plaintiffs~~following: ~~on October 25, 2001.~~

•: The Company is unable to substantiate the approximately $90 million of consolidated revenue reported by its Emerging Markets Group ("EMG") in 2000 or the expenses associated with the EMG or its Cyprus operations;
•: The Company has concluded that its acquisitions of e-nnovations.com, E-ChaRM India Pvt Ltd and Denon International Ltd, companies identified and evaluated by former executives in the EMG, were recorded at values not substantiated by information developed in an internal investigation;
•: The Company was able to confirm receipt of only $1.7 million from the National Health Insurance Fund of Bulgaria, while it had recognized in previously published financial statements a total of $7.1 million of revenue on these contracts during 2000;
•: Because the financial information relating to its Emerging Markets Group and Cyprus corporate subsidiary is unknown and unavailable to the Company, the Company has not filed recent financial statements or restated prior period financial statements, and is unable to predict when, or if, it will be able to file such statements;
•: The Securities and Exchange Commission filed suit against the Company and two former officers on October 5, 2001 alleging that the defendants overstated the value of the Company's contracts, revenues and recent acquisitions, and that the two former officers engaged in insider

~~(2) New Jersey Derivative Action~~trading. ~~David~~ The ~~Weir~~Company, awithout ~~common~~admitting ~~stock~~or ~~holder,~~denying ~~brought~~any ~~a shareholders' derivative suit against several~~ of ~~AremisSoft's~~the ~~Directors~~allegations and former Directors, including its Audit Committee members, (including Kyprianou, Poyiadjis, Michael Tymvios, Dann V. Angeloff, H. Tate Holt, Stan J. Patey, George Papadopoulos, John Mamalas, and Paul I. Bloom), in the ~~United States District Court for New Jersey on August 10~~suit, ~~2001~~consented ~~(Civil~~to ~~Action~~the ~~No. 01-CV-3819). The~~entry ~~complaint alleges that all Director Defendants are liable for intentional or reckless beach~~ of ~~fiduciary duty, and gross mismanagement, and further that the Audit Committee breached~~ a ~~distinct fiduciary~~preliminary ~~duty~~injunction inenjoining ~~failing~~it tofrom ~~perform~~violating ~~its~~certain ~~"crucial~~securities ~~watchdog~~laws ~~functions." To~~ pending the ~~Company's~~outcome ~~knowledge,~~of the ~~Company is the only Defendant that has been served with the complaint in this action~~litigation. ~~Plaintiff has~~The ~~requested~~court aalso ~~jury~~ordered ~~trial, and seeks~~ the ~~removal~~assets ~~and~~from ~~replacement~~sale of ~~Defendants~~Company ascommon ~~Directors~~stock of the ~~Company~~two ~~and~~former ~~the~~officers ~~appointment~~frozen ofand aordered ~~receiver~~those officers to ~~manage~~repatriate the ~~Company~~assets ~~until~~to ~~new~~the ~~Directors are elected; a~~United ~~declaration that Defendants have breached their fiduciary duties~~States; ~~compensatory and punitive damages with interest; and costs.~~

•: The Company is aware that the Office of the United States Attorney for the Southern District of New York is conducting an investigation related to the facts described above;
•: The Company is the subject of a class action lawsuit arising out of the announcement of the Bulgarian contract and other issues referenced above;
•: The Company's ongoing business is subject to the risks inherent in the software applications markets in which they function, including particularly the hospitality business and the manufacturing business.

(3) New Jersey Securities Class Action. Gunner Torderlund brought a Class Action Complaint against AremisSoft, Lycourgos Kyprianou and Roys Poyiadjis in Federal District Court for the District of New Jersey, on May 24, 2001. Six similar Class Action Complaints followed. The class asserted in each Complaint includes all persons who purchased AremisSoft common stock (or, for Plaintiffs Keystone Trading Partners and Ben Burgoyne, AremisSoft securities) between December 17, 1999 and May 17, 2001. Plaintiffs allege that the Defendants violated § 10(b) of and Rule 10b-5 under the Exchange Act and additionally that the individual Defendants are liable as controlling persons under § 20(a) of that Act. The various plaintiffs stipulated among themselves as to the appointment of lead plaintiffs (now George D. Bjurman and Associates, Ralph DeLuca, Keystone Trading Partners, and Andy Win) and lead counsel, and successfully moved to consolidate the actions on August 27, 2001. The action is now styled In Re AremisSoft Corporation Corp. Securities Litigation (Civil Action No. 01-CV-2486). There have been no further proceedings.

SoftBrands

On October 16, 2001, the Company incorporated SoftBrands, Inc. as a wholly owned subsidiary. The Company intends to consolidate its vertical software and development activities under SoftBrands in part to segregate those operations from the current legal and financial reporting issues that face AremisSoft.

Changes in Executive Officers and Directors

Departing Officers and Directors:

Dr. Lycourgos Kyprianou, former Chairman and Co-Chief Executive Officer, "retired" and relinquished all positions as an officer or director of the Company effective as of July 31, 2001 but was appointed to the honorary position of "Founding Chairman" at that time. On September 28, 2001, the Company withdrew the honorary title and Dr. Kyprianou is no longer associated with the Company.

Effective July 25, 2001, Michael Tymvious resigned his position as Chief Financial Officer and Director of the Company, citing health reasons.

On August 14, 2001, the Company announced the resignation of MC Mathews, President of the Emerging Markets Group, as well as several key employees in the Company's India-based operations.

On September 30, 2001, Roys Poyiadjis, former Co-Chief Executive Officer and director, resigned and relinquished all positions as an officer or director of the Company citing personal reasons.

The Company believes that important financial information relating to its Emerging Markets Group may be missing or in the possession of Dr. Kyprianou, Mr. Tymvious or Mr. Matthews. The Company has not been able to obtain from these individuals the financial information needed to complete or verify the EMG financial statements.

On June 15, 2001, John Malamas resigned as a director of the Company and on June 22, 2001 George Papadopoulos resigned as a director of the Company. Mr. Malamas and Mr. Papadopoulos were representatives of Info-quest, a significant investor in the Company.

New Directors and Officers

Effective July 31, 2001, Paul I. Bloom, formerly Executive Vice President—Corporate Development of the Company, was appointed President and Chief Operating Officer of the Company and elected to its Board of Directors. Upon the establishment of SoftBrands, Inc., Mr. Bloom assumed the role of Senior Vice President—Corporate Development of SoftBrands and has resigned his other positions.

Effective August 1, 2001, David G. Latzke, formerly Chief Financial Officer of Fourth Shift Corporation, a publicly held software company acquired by the Company in April 2001, was appointed Chief Financial Officer of the Company to take the position vacated by Michael Tymvios.

Effective October 1, 2001, the Company appointed George Ellis Chief Executive Officer and Chairman of the Board. Mr. Ellis had been a strategic planning consultant and officer of the Communities Foundation of Texas, Inc. from 1996 until he joined the Company and the Executive Vice President and Chief Financial Officer of Sterling Software, Inc., from 1985 to 1996. Mr. Ellis is a CPA and a licensed attorney in the state of Texas. Mr. Ellis served as a director on the AremisSoft Corporation board from April 1999 through February 2001.

As a result of these changes the current directors of the Company consist of:

Name		Director Since
H. Tate Holt		April 1999
Stan J. Patey		February 2001
Dann V. Angleoff		April 1999
George Ellis		October 2001

The current Executive Officers of the Company consist of:

Name		Position
George Ellis		Chief Executive Officer
David Latzke		Executive Vice President and Chief Financial Officer

Quarterly Reports on Form 10-Q and Financial Information

The Company has not filed its quarterly reports on Form 10-Q for the quarters ended June 30, 2001 and September 30, 2001 because the financial information relating to the Emerging Markets Group and Cyprus corporate subsidiary necessary to complete the financial statements that form the basis of such reports is unknown and unavailable to the Company. The Company hopes to be in a better position to provide more financial information by the end of the current calendar year and intends to work with the SEC to the extent certain financial information remains unavailable.

Nasdaq Delisting

Because it failed to timely file its quarterly report on form 10-Q for the quarter ended June 30, 2001, the Company was delisted from the Nasdaq Stock Market effective August 30, 2001.

Recapitalization Plan

The Company has terminated the proposal relating to a recapitalization plan announced on July 6, 2001, and has withdrawn filings made with the SEC (including a Schedule 13E-3) relating to such recapitalization plan.

Shareholder Rights Plan

On October 16, 2001, the Board of Directors of the Company authorized and declared a dividend of one preferred stock purchase right (each, a "Right") for each share of common stock, $0.001 par value per share of the Company (the "Common Shares"). The dividend was payable on October 30, 2001 (the "Record Date") to the holders of record of Common Shares as of the close of business on such date. The rights are described in detail in the Company's Rights Agreement dated October 16, 2001 and in the Company's registration on Form 8-A filed with the SEC on October 23, 2001, the summary description of which is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

Exhibit Number		Description
99.1		Press Releases, dated July 31, August 14, September 28, October 1, 2001 and October 16, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AREMISSOFT CORPORATION Date: ~~November~~December 2919, 2001 /s/ ~~DAVID~~David G. ~~LATZKE~~Latzke David G. Latzke, Chief Financial Officer

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