-----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, CmpOY9IPn847O6t9+5cPsXnJwNYAUJBUd2ZLhnvg9ZYp7jKffJsG6wBwsqGOBfzg OZeZS5kxPUcig+kM6qDJaQ== 0000891836-97-000451.txt : 19971003 0000891836-97-000451.hdr.sgml : 19971003 ACCESSION NUMBER: 0000891836-97-000451 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971002 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: 97689811 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. 3, 9/26/97 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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 18, 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 CERTAIN SHARES [ ] - ------------------------------------------------------------ - -------- * 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 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2%. 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. 3 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 or about April 25, 1996 and September 8, 1997, 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. ITEM 2. IDENTITY AND BACKGROUND No change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No change with respect to transactions previously reported. With respect to the transaction reported in Item 5(c) herein: Personal funds in the amount of $152,000. ITEM 4. PURPOSE OF TRANSACTION No change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of September 18, 1997 and after giving effect to transactions previously reported and 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 17.2% of the Common Stock. The foregoing beneficial ownership includes 467,105 shares of MAI Common Stock underlying Warrants held by the Reporting Person, which, after giving effect to anti-dilution adjustments and exercises, became exercisable on or about August 15, 1994 for a five year term at an exercise price of $1.90 per share (the "Warrants"). (Previously, the Reporting Person also had 50,000 warrants that became exercisable on or about March 6, 1997 for a five year term at an exercise price of $7.50 per share; such warrants were exercised in the transaction described in Item 5(c) below). The foregoing percentage reflects a total of 10,095,705 shares of Common Stock outstanding as of September 18, 1997 (as reported by MAI's transfer Page 5 of 7 Pages agent), after completion of the transaction reported in Item 5(c) herein, and also assumes 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 10,562,810 shares). (b) No change. (c) No change with respect to transactions previously reported. In order to induce exercises, on September 12, 1997, MAI temporarily repriced the exercise price of all of its outstanding warrants that were "out of the money" to an exercise price of $3.04 per share. Such reduction was for a one week period only and such reduced exercise price was set at a level equal to 90% of the average closing market price for the Common Stock over the ten most recent trading days immediately prior to such temporary repricing. In order to take advantage of such repricing, effective September 18, 1997, the Reporting Person exercised warrants to acquire 50,000 shares of the Common Stock from MAI at $3.04 per share. See Items 3 and 5(a) herein. Additionally, the Reporting Person understands that other warrant holders exercised warrants to acquire an aggregate of 750,000 shares of the common stock from MAI, also at $3.04 per share. (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 18, 1997. /s/ Richard S. Ressler Richard S. Ressler Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----