OPTIKA INC
SC 13G/A, 1999-02-16
PREPACKAGED SOFTWARE
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                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             --------------------

                                  Schedule 13G

           INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                              (Amendment No. 2)*


                                  OPTIKA INC.                                 
                                (Name of Issuer)


                                 COMMON STOCK                                 
                         (Title of Class of Securities)


                                  68 3973 101                                 
                                 (CUSIP Number)


            * The  remainder  of this  cover  page  shall  be  filled  out for a
            reporting  person's  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.

            The  information  required on the remainder of this cover page shall
            not be deemed to be "filed"  for the  purposes  of Section 18 of the
            Securities  Exchange Act of 1934 (the "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).



                        (Continued on following page(s))

                               (Page 1 of 5 Pages)

<PAGE>


- -------------------------------------------------------------------------------
   1    NAME OF REPORTING PERSONS
        S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
              Paul Carter
- -------------------------------------------------------------------------------
   2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                               (a)     (b)
- -------------------------------------------------------------------------------
   3    SEC USE ONLY
- -------------------------------------------------------------------------------
   4    CITIZENSHIP OR PLACE OF ORGANIZATION
        United States Permanent Resident Alien; Citizen of United
        Kingdom
- -------------------------------------------------------------------------------
                      5    SOLE VOTING POWER
      NUMBER               696,518 shares  Includes 91,555 shares held of
        OF                 record by the Paul Carter Irrevocable Trust and
      SHARES               120,000 shares issuable upon exercise of options.
                           See box 9.
                    -----------------------------------------------------------
   BENEFICIALLY       6    SHARED VOTING POWER
     OWNED BY              50,668 shares  Includes shares held by spouse.
                           See box 9.
                    -----------------------------------------------------------
     REPORTING        7    SOLE DISPOSITIVE POWER
      PERSON               629,018 shares  Includes 91,555 shares held of
       WITH                record by the Paul Carter Irrevocable Trust and
                           120,000 shares issuable upon exercise of options. See
                           box 9..
                    -----------------------------------------------------------
                      8    SHARED DISPOSITIVE POWER
                           118,168 shares  Includes 67,500 shares subject to
                           currently exercisable options held by third
                           parties and 50,668 shares  held by spouse.  See
                           box 9.
- -------------------------------------------------------------------------------
   9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               747,186 shares.  Includes 50,668 shares held of record by Iris
               C. Carter,  the spouse of the Reporting Person, and 91,555 shares
               held of record by the Paul Carter Irrevocable Trust, which shares
               the Reporting Person  disclaims  beneficial  ownership.  Includes
               120,000 shares pursuant to the exercise of options. Also includes
               67,500 shares  subject to currently  exercisable  options held by
               third parties.
- -------------------------------------------------------------------------------
  10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
  11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
               10.4%
- -------------------------------------------------------------------------------
  12    TYPE OF REPORTING PERSON*
              IN
- -------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>




Item 1(a)   Name of Issuer:

                  Optika Inc.


Item 1(b)   Address of Issuer's Principal Executive Offices:

                  7450 Campus Drive, Suite 200
                  Colorado Springs, CO  80920


Item 2(a)   Name of Person Filing:

                  Paul Carter


Item 2(b)   Address of Principal Business Office or, if none, Residence:

                  7450 Campus Drive, Suite 200
                  Colorado Springs, CO  80920


Item 2(c)   Citizenship:

                  See Row 4 of cover page.


Item 2(d)   Title of Class of Securities:

                  Common Stock, Par Value $.001 per share


Item 2(e)   CUSIP Number:

                  68 3973 101


Item 3.     If this  statement  is  filed  pursuant  to  Rules  13d-1(b)  or
            13d-2(b), check whether the person filing is a:

                  Not Applicable




<PAGE>


Item 4.     Ownership.

            (a) Amount Beneficially Owned:  See Row 9 of cover page.

            (b) Percent of Class: See Row 11 of cover page.

            (c) Number of shares as to which such person has:

            (i) sole  power to vote or to direct  the  vote:  See Row 5 of cover
            page.

            (ii) shared power to vote or to direct the vote:  See Row 6 of cover
            page.

            (iii) sole power to dispose or to direct the disposition of: See Row
            7 of cover page.

            (iv) shared  power to dispose or to direct the  disposition  of: See
            Row 8 of cover page.



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.

                  Not Applicable


Item 8.     Identification and Classification of Members of the Group.

                  Not Applicable


Item 9.     Notice of Dissolution of Group.

                  Not Applicable


Item 10.    Certification.




<PAGE>





                                    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.



Date:  February 16, 1999



/s/ Paul Carter
- --------------------
Paul Carter


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