-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JF03Pjv7X++9PKAGPje9yEctDuX9Z278fTXvsoAfxVwEhzSvyX9FNbkoHzMUXq5B uU4rBxJ4qaQgdO1am6y9OQ== 0000891836-97-000432.txt : 19970918 0000891836-97-000432.hdr.sgml : 19970918 ACCESSION NUMBER: 0000891836-97-000432 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970916 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAI SYSTEMS CORP CENTRAL INDEX KEY: 0000760436 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 222554549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38111 FILM NUMBER: 97681249 BUSINESS ADDRESS: STREET 1: 9600 JERONIMO RD CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7145800700 MAIL ADDRESS: STREET 1: 9600 JERONIMO RD CITY: IRVINE STATE: CA ZIP: 92717 FORMER COMPANY: FORMER CONFORMED NAME: MAI BASIC FOUR INC DATE OF NAME CHANGE: 19901205 FORMER COMPANY: FORMER CONFORMED NAME: BSIC SUBSIDIARY INC DATE OF NAME CHANGE: 19850106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESSLER RICHARD S CENTRAL INDEX KEY: 0000904290 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MAI SYSTEMS CORP STREET 2: 9601 JERONIMO ROAD CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 3109661660 MAIL ADDRESS: STREET 1: 10960 WILSHIRE BOULEVARD STREET 2: SUITE 500 CITY: LOS ANGELES STATE: CA ZIP: 90024 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2, 9/8/97 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MAI SYSTEMS CORPORATION (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 552620 20 5 (CUSIP Number) Richard S. Ressler c/o Lewis H. Stanton MAI Systems Corporation 9601 Jeronimo Road Irvine, CA 92618 (714) 598-6122 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 8, 1997 (Date of Event which Requires Filing of Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. Page 1 of 7 Pages The information required on 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). Page 2 of 7 Pages - --------------------- CUSIP NO. 552620 20 5 - --------------------- - ------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard S. Ressler - ------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS* PF - ------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 1,813,301 Shares. See Item 5 herein SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,813,301 Shares. See Item 5 herein WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER - ------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,813,301 Shares. See Item 5 herein - ------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES - -------- * SEE INSTRUCTIONS BEFORE FILLING OUT. INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 3 of 7 Pages CERTAIN SHARES [ ] - ------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.5%. See Item 5 herein - ------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------ - -------- * SEE INSTRUCTIONS BEFORE FILLING OUT. INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 7 Pages PRELIMINARY STATEMENT: This Amendment No. 2 supplements the Schedule 13D filed by Richard S. Ressler (the "Reporting Person") with the Securities and Exchange Commission on February 21, 1995, as amended previously on April 25, 1996, relating to the common stock, par value $0.01 per share (the "Common Stock"), of MAI Systems Corporation ("MAI"). Unless otherwise defined herein, all terms used herein shall have the meanings ascribed to them in such Schedule 13D. ITEM 1. SECURITY AND ISSUER No change, except the address of the issuer is: MAI Systems Corporation 9601 Jeronimo Road Irvine, California 92618 ITEM 2. IDENTITY AND BACKGROUND (a) No change. (b) c/o MAI Systems Corporation 9601 Jeronimo Road Irvine, California 92618 (c) Chairman of the Board of MAI. (d) No change. (e) No change. (f) No change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION With respect to the transactions reported in Item 5(c) herein: Personal funds in the amount of $300,000. Also services rendered pursuant to a consulting agreement with MAI dated August 15, 1994, as amended. ITEM 4. PURPOSE OF TRANSACTION No change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of September 8, 1997 and after giving effect to the transactions reported in Item 5(c) herein, the Reporting Person was the beneficial owner of an aggregate of 1,813,301 shares of MAI Common Stock (the "Shares") which constituted 18.5% of the Common Stock, Page 5 of 7 Pages based on the 8,714,685 shares of Common Stock outstanding as of August 11, 1997 (as reported in MAI's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997) and the other adjustments described below. The foregoing beneficial ownership includes 517,105 shares of MAI Common Stock underlying Warrants held by the Reporting Person. After giving effect to anti-dilution adjustments and exercises, 467,105 of such Warrants became exercisable on or about August 15, 1994 for a five year term at an exercise price of $1.90 per share and 50,000 of such Warrants became exercisable on or about March 6, 1997 for a five year term at an exercise price of $7.50 per share (the "Warrants"). The foregoing percentage assumes completion of the transactions reported in Item 5(c) herein, and also the exercise of such remaining Warrants held by the Reporting Person, but not the exercise of any other warrants or options held by other persons with respect to the Common Stock (i.e. the denominator for calculating such percentage is 9,788,195 shares). (b) The Reporting Person owns and controls the voting and disposition of all the Shares. Certain of the Shares are registered in the name of Orchard Capital Corporation, a personal holding company of the Reporting Person. (c) Effective September 4, 1997 the Reporting Person exercised warrants to acquire 157,895 shares of the Common Stock from MAI at $1.90 per share. Effective September 8, 1997 the Reporting Person received 398,510 shares of the Common Stock from MAI in payment for services rendered pursuant to the above-mentioned consulting agreement. See Item 3 herein. (d) Inapplicable. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Inapplicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Inapplicable. Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 8, 1997. /s/ Richard S. Ressler Richard S. Ressler Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----