SC 13E3 1 a2148726zsc13e3.htm SC 13E3
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3
(Rule 13e-100)

Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934

MAI SYSTEMS CORPORATION
(Name of the Issuer)

MAI SYSTEMS CORPORATION
(Names of Persons Filing Statement)

Common Stock, $0.01 par value
(Title of Class of Securities)

552620-20-5
(CUSIP Number of Class of Securities)

James W. Dolan, Chief Financial and Operating Officer,
c/o MAI Systems Corporation,
26110 Enterprise Way,
Lake Forest, CA 92630
(949) 598-6181
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)

With copy to:

David M. Griffith, Esq., General Counsel,
c/o MAI Systems Corporation,
26110 Enterprise Way,
Lake Forest, CA 92630
(949) 598-6183

This statement is filed in connection with (check the appropriate box):

    a.
    ý    The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act").

    b.
    o    The filing of a registration statement under the Securities Act of 1933.

    c.
    o    A tender offer.

    d.
    o    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

Transaction valuation (1): $23,630   Amount of filing fee: $2.79            
(1)
Calculated solely for purposes of determining the filing fee, this amount assumes that approximately 139,000 shares of Common Stock will be acquired for cash in an amount equal to $0.17 per share. No securities are being acquired for non-cash consideration.

o
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:


Introduction

        This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is being filed by MAI SYSTEMS CORPORATION, a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") for purposes of effecting the transaction described herein.

        Concurrently with the filing of this Schedule 13E-3, the Company is filing with the Commission a preliminary Information Statement on Schedule 14A of the Securities Exchange Act of 1934, as amended (the "Information Statement"), describing a proposed amendment to the Company's amended and restated certificate of incorporation to effectuate a 1-for-150 reverse stock split of shares of common stock, par value $0.01, of the Company. The Information Statement is in preliminary form and is subject to completion or amendment. The information in the Information Statement, including all appendices thereto, is expressly incorporated by reference into this Schedule 13E-3 in its entirety, and the responses to each item are qualified in their entirety by the provisions of the Information Statement.


Item 1. Summary Term Sheet.

        The information set forth in the Information Statement under the section "Summary of the Proposed Reverse Stock Split" is incorporated herein by reference.


Item 2. Subject Company Information.

            (a)    Name and Address.    The name of the Company is MAI SYSTEMS CORPORATION. Its principal executive offices are located at 26110 Enterprise Way, Lake Forest, CA 92630, and its telephone number is (949) 598-6000.

            (b)    Securities.    As of December 15, 2004, there were 57,847,862 shares of the Company's common stock, $0.01 par value, outstanding.

            (c)    Trading Market and Price.    The information set forth in the Information Statement under the section "Market Prices of Our Common Stock and Dividend Policy" is incorporated herein by reference.

            (d)    Dividends.    The information set forth in the Information Statement under the section "Market Prices for Our Common Stock and Dividend Policy" is incorporated herein by reference.

            (e)    Prior Public Offerings.    Not applicable.

            (f)    Prior Stock Purchases.    The information set forth in the Information Statement under the section "Prior Transactions Between the Investor Group and Our Company—Interests of Certain Persons in or Opposition to the Reverse Stock Split—Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.


Item 3. Identity and Background of Filing Person.

            (a)    Name and Address.    MAI SYSTEMS CORPORATION, the subject company, is the filing person. Its principal executive offices are located at 26110 Enterprise Way, Lake Forest, CA 92630, and its telephone number is (949) 598-6000. The information set forth in the Information Statement under the section "Background Information Concerning Our Executive Officers and Directors and Controlling Stockholders" is incorporated herein by reference.

            (b)    Business and Background of Entities.    HIS Holding, LLC is a Delaware limited liability company, whose principal office address is 6922 Hollywood Boulevard, Suite 900, Hollywood, California 90028. The principal business of HIS Holding, LLC is to act as a holding company for investments in hospitality companies. This entity has not been convicted in any criminal proceeding

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    in the past five years and is not the subject of any administrative proceeding in the past five years that resulted in judgment, decree or final order that involved any injunction or finding of any violation of federal or state securities laws. The information set forth in the Information Statement under the sections "Background Information Concerning Our Executive Officers and Directors and Controlling Stockholders" is incorporated herein by reference.

            (c)    Business and Background of Natural Persons.    The information set forth in the Information Statement under the sections "Background Information Concerning Our Executive Officers and Directors and Controlling Stockholders" is incorporated herein by reference. Each of the natural persons is a citizen of the United States.


Item 4. Terms of the Transaction.

            (a)    Material Terms.    The information set forth in the Information Statement under the section "Summary of the Proposed Reverse Stock Split" and "The Reverse Stock Split—Basic Terms" is incorporated herein by reference.

            (c)    Different Terms.    Not applicable.

            (d)    Appraisal Rights.    The information set forth in the Information Statement under the section "Appraisal Rights" is incorporated herein by reference.

            (e)    Provisions for Unaffiliated Stockholders.    None.

            (f)    Eligibility for Listing or Trading.    The Company's common stock is traded on the OTC Bulletin Board. Following the reverse stock split, the Company will not take any steps to qualify the Company's common stock for trading on any automated quotations system operated by a national securities association. In addition, the Company's common stock will cease to be traded on the OTC Bulletin Board, but may be traded in the "Pink Sheets," however the Company does not intend to apply to have its common stock traded in the Pink Sheets. The information set forth in the Information Statement under the section "Substantive Factors Disfavoring the Reverse Stock Split—Cessation of Public Sale Opportunities" is incorporated herein by reference.


Item 5. Past Contracts, Transactions, Negotiations and Agreements.

            (a)    Transactions.    The information set forth in the Information set forth in the Information Statement under the section "Prior Transactions Between the Investor Group and Our Company;" is incorporated herein by reference.

            (b)    Significant Corporate Events.    The information set forth in the Information Statement under the section "Prior Transactions Between the Investor Group and Our Company" is incorporated herein by reference.

            (c)    Negotiations or Contacts.    The information set forth in the Information Statement under the section, "Prior Transactions Between the Investor Group and Our Company" is incorporated herein by reference.

            (e)    Agreements Involving the Subject Company's Securities.    Not applicable.


Item 6. Purpose of the Transaction and Plans or Proposals.

            (b)    Use of Securities Acquired.    The information set forth in the Information Statement under the section "Reverse Stock Split—Basic Terms" is incorporated herein by reference.

            (c)    Plans.    The information set forth in the Information Statement under the sections "The Reverse Stock Split—Basic Terms" and "Substantive Factors Disfavoring the Reverse Stock Split—Cessation of Public Sale Opportunities" is incorporated herein by reference."

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Item 7. Purposes, Alternatives, Reasons and Effects.

            (a)    Purposes.    The information set forth in the Information Statement under the section "Special Factors Considered in Approving the Reverse Stock Split—Purpose of the Reverse Stock Split" is incorporated herein by reference.

            (b)    Alternatives.    The information set forth in the Information Statement under the section "Special Factors Considered in Approving the Reverse Stock Split—Background of the Reverse Split; Alternatives Considered by the Special Committee and the Board of Directors" is incorporated herein by reference.

            (c)    Reasons.    The information set forth in the Information Statement under the section "Special Factors Considered in Approving the Reverse Stock Split—Reasons for the Reverse Stock Split" is incorporated herein by reference.

            (d)    Effects.    The information set forth in the Information Statement under the sections "Effects of the Reverse Stock Split on Stockholders Who Hold Fewer than 150 Shares of Common Stock in a Single Account," "Effects of the Reverse Split on Stockholders Who Hold More Than 150 Shares of Our Common Stock in a Single Account," "General Examples of Potential Effects of the Reverse Split," "Effects of the Reverse Split on Option Holders," "Effects of the Reverse Split on Our Company," "Certain Material Federal Income Tax Consequences" and "The Reverse Stock Split—Accounting Consequences" is incorporated herein by reference.


Item 8. Fairness of the Transaction.

            (a)    Fairness.    The information set forth in the Information Statement under the sections "Special Committee of the Board of Directors" and "Special Factors Considered in Approving the Reverse Stock Split" "Substantive and Procedural Factors Considered by the Special Committee and Our Board of Directors as to the Fairness of the Reverse Stock Split," "Procedural Factors Favoring the Reverse Stock Split," "Procedural Factors Disfavoring the Reverse Stock Split; Interests of our Chairman and Executive Officers in the Reverse Stock Split," "Substantive Factors Favoring the Reverse Stock Split," and "Substantive Factors Disfavoring the Reverse Stock Split" are incorporated herein by reference.

            (b)    Factors Considered in Determining Fairness.    The information set forth in the Information Statement under the sections listed in Item 8(a) above are incorporated herein by reference.

            (c)    Approval of Security Holder.    The transaction is not structured to require approval of at least a majority of unaffiliated security holders. The information set forth in the Information Statement under the section "Procedural Factors Disfavoring the Reverse Stock Split; Interests of our Chairman and Executive Officers in the Reverse Stock Split—The Reverse Stock Split Will be Approved by our Affiliated Stockholders Without a Vote by Unaffiliated Stockholders" is incorporated herein by reference.

            (d)    Unaffiliated Representative.    The information set forth in the Information Statement under the section "Special Committee of the Board of Directors" is incorporated herein by reference.

            (e)    Approval of Directors.    The information set forth in the Information Statement under the section "Special Committee of the Board of Directors" is incorporated herein by reference.

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            (f)    Other Offers.    Not applicable.


Item 9. Reports, Opinions, Appraisals and Negotiations.

            (a)    Report, Opinion or Appraisal.    The information set forth in the Information Statement under the section "Special Committee of the Board of Directors" is incorporated herein by reference.

            (b)    Preparer and Summary of the Report, Opinion or Appraisal.    Not applicable.

            (c)    Availability of Documents.    Not applicable.


Item 10. Source and Amount of Funds or Other Consideration.

            (a)    Source of Funds.    The information set forth in the Information Statement under the section "The Reverse Stock Split—Source of Funds and Financial Effect of the Reverse Split" is incorporated herein by reference.

            (b)    Conditions.    None.

            (c)    Expenses.    The information set forth in the Information Statement under the sections "The Reverse Stock Split—Source of Funds and Financial Effect of the Reverse Split" and "The Reverse Stock Split—Fees and Expenses" is incorporated herein by reference.

            (d)    Borrowed Funds.    Not Applicable.


Item 11. Interest in Securities of the Subject Company.

            (a)    Security Ownership.    The information set forth in the Information Statement under the section "Interests of Certain Persons in or Opposition to the Reverse Stock Split—Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.

            (b)    Securities Transactions.    The information set forth in the Information Statement under the section "Prior Transactions Between the Investor Group and Our Company" is incorporated herein by reference.


Item 12. The Solicitation or Recommendation.

            (d)    Intent to Tender or Vote in a Going-Private Transaction.    The information set forth in the Information Statement under the sections "Summary of the Proposed Reverse Stock Split—Approval of Stockholders" and "The Reverse Stock Split—Approval of the Reverse Stock Split By Our Board of Directors and Stockholders," is incorporated herein by reference.

            (e)    Recommendations of Others.    The information set forth in the Information Statement under the sections "Special Committee of the Board of Directors" and "Special Factors Considered in Approving the Reverse Stock Split—Background of the Reverse Stock Split; Alternatives Considered by the Special Committee and the Board of Directors" is incorporated herein by reference.


Item 13. Financial Statements.

            (a)    Financial Information.    The information set forth in: (i) the Information Statement under Appendix C—Financial Statements, Supplementary Financial Information, Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, including certain portions of the financial statements in the Company's Annual Report on Form 10-K for the years ended December 31, 2003, 2002 and 2001, and (ii) the Information Statement under Appendix D—Financial Statements, Supplementary

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    Financial Information, Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, including certain portions of the financial statements in the Company's Quarterly Report on Form 10-Q for the interim periods ended September 30, 2004, are incorporated herein by reference.

            (b)    Pro Forma Information.    The information set forth in the Information Statement in Appendix B, Pro Forma Financial Information, is incorporated by reference herein.


Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

            (a)    Solicitation or Recommendations.    The information set forth in the Information Statement under the section "Special Committee of the Board of Directors" is incorporated herein by reference.

            (b)    Employees and Corporate Assets.    The information set forth in the Information Statement under the sections "The Reverse Stock Split—Source of Funds and Financial Effect of the Reverse Stock Split" and "The Reverse Stock Split —Fees and Expenses" is incorporated herein by reference.


Item 15. Additional Information.

            (b)    Other Material Information.    Not applicable.


Item 16. Exhibits.

    Exhibit Number/Description

      (a)
      Preliminary Information Statement filed with the Commission on December 16, 2004 (incorporated herein by reference).

      (b)
      Not applicable.

      (c)
      Not applicable.

      (d)
      Reference is made to that Schedules 13D filed on November 12, 2004 by MAI Systems Corporation and April 20, 2004 by HIS Holding, LLC; the exhibits contained in those filings and listed hereafter are incorporated by reference herein: (a) Stock Purchase Agreement dated March 31, 2004 between CSA Private Limited and HIS Holding, LLC; (b) Stock Purchase Agreement between MAI Systems Corporation and HIS Holding, LLC for the acquisition of 10,000,000 shares of MAI Systems Corporation common stock by HIS Holding, LLC; and (c) Promissory Note which has been converted to 33,172,110 shares of MAI Systems Corporation common stock. Reference is also made to Proposal No. 2 of MAI Systems Corporation's Definitive Proxy filed with the Commission on August 25, 2004, which discusses these transactions in further detail.

      (f)
      Not applicable.

      (g)
      Not applicable.

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SIGNATURE

        After due 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.

    MAI SYSTEMS CORPORATION

 
 
 
 
    By: /s/  W. BRIAN KRETZMER      
       
    Name: W. Brian Kretzmer
       
    Title: Chief Executive Officer, President, and Secretary
       
    Date: December 16, 2004
       

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EXHIBIT INDEX

    (a)
    Preliminary Information Statement filed with the Commission on December 16, 2004 (incorporated herein by reference).

    (b)
    Not applicable.

    (c)
    Not applicable.

    (d)
    Reference is made to that Schedules 13D filed on November 12, 2004 by MAI Systems Corporation and April 20, 2004 by HIS Holding, LLC; the exhibits contained in those filings and listed hereafter are incorporated by reference herein: (a) Stock Purchase Agreement dated March 31, 2004 between CSA Private Limited and HIS Holding, LLC; (b) Stock Purcahse Agreement between MAI Systems Corporation and HIS Holding, LLC for the acquisition of 10,000,000 shares of MAI Systems Corporation common stock by HIS Holding, LLC; and (c) Promissory Note which has been converted to 33,172,110 shares of MAI Systems Corporation common stock. Reference is also made to Proposal No. 2 of MAI Systems Corporation's Definitive Proxy filed with the Commission on August 25, 2004, which discusses these transactions in further detail.

    (f)
    Not applicable.

    (g)
    Not applicable.



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