SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Multi Soft, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
625429 10 5
(CUSIP Number)
Charles J. Lombardo
Multi Solutions, Inc.
4262 U.S. Route 1, Monmouth Junction, NJ 08852 (908) 329-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the 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 this statement [X].
(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 filed 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 the
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 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).
(Continued on following page(s))
<PAGE>
CUSIP No. 625429105 13G
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Multi Solutions, Inc. 4262 U.S. Route 1
22-2418056 Monmouth Junction, NJ 08852
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(a) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,526,722
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,526,722
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,526,722
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock of Multi Soft, Inc., the
principal address of which is 4262 US Route 1, Monmouth Junction, NJ 08852.
Item 2. Identity and Background
See Item 1 on the Schedule 13D cover page. No other responsive information
is required.
Item 3. Source and Amount of Funds or Other Consideration
Of the 6,526,722 shares of Common Stock of Multi Soft, Inc. owned by Multi
Solutions, Inc., 5,026,722 were previously owned by Multi Soft, Inc. and
1,500,000 were acquired on January 3, 1996 for $0.22 per share (the average of
the closing bid and ask price on January 2, 1996). The total purchase price was
$330,000 and is reflected in a note payable to Multi Soft, Inc., a copy of which
is attached hereto as Exhibit "A."
Item 4. Purpose of Transaction
The purpose of the transaction is to acquire additional equity securities
of Multi Soft, Inc. Multi Solutions, Inc. has historically maintained a majority
interest in Multi Soft, Inc. and thereby enjoys the benefit of financial
statement consolidation. Multi Solutions, Inc. has disclosed its historical
practice to maintain majority control of Multi Soft, Inc. and its intention to
do so in the future in its annual report on Form 10-K under the heading "Certain
Relationships and Related Transactions."
Item 5. Interest in Securities of the Issuer
See Items 7 through 13 of the Schedule 13D cover page.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit "A" - Note Payable.
<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: 1/10/96 /s/ Charles J. Lombardo
-----------------------------------
Signature
Charles J. Lombardo C.E.O.
-----------------------------------
Name/Title
PROMISSORY NOTE
$330,000 January 3, 1996
FOR VALUE RECEIVED, MULTI SOLUTIONS, INC., a New Jersey corporation
("Maker"), hereby promises to pay to the order of MULTI SOFT, INC., a New Jersey
corporation ("Holder") in lawful money of the United States of America the
principal sum of THREE HUNDRED THIRTY THOUSAND DOLLARS ($330,000), which amount
shall be due and payable on 1/10/98. Payment may be made in cash or in the form
of any other consideration acceptable to Holder.
This Note evidences the payment of the purchase price for common stock of
Holder purchased by Maker, which purchase was made on this date.
Payment of principal shall be made at 4262 U.S. Route 1, Monmouth Junction,
New Jersey 08852 or at such other place as Holder shall direct. Maker may, at
its option, prepay the outstanding principal balance thereof, in whole (or in
part), without penalty or premium.
This Note shall be binding upon and inure to the benefit of Maker, Holder
and their respective successors and assigns.
Maker hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note.
This Note is made under, and shall be governed by and construed in
accordance with the laws of the State of New Jersey. The provisions of this Note
are severable and the invalidity or unenforceability of any provision shall not
alter or impair the remaining provisions of this Note.
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
executed this Note on the date first above written.
MULTI SOLUTIONS, INC.
By: /s/ Charles J. Lombardo
-------------------------------------
CHARLES J. LOMBARDO
Chairman of the Board and
Chief Executive Officer
[Corporate Seal]
