SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 8)(1)
INTELLICORP, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
458153103000
(CUSIP Number)
Benjamin Raphan
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
April 30, 1998
(Date of Event which Requires Filing of this 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 |_|.
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.
(Continued on following pages)
(Page 1 of 5 Pages)
- ----------
(1) 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.
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>
SCHEDULE 13D
- ---------------------- -----------------
CUSIP No. 458153103000 Page 2 of 5 Pages
- ---------------------- -----------------
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Norman J. Wechsler
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
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
3,294,085 (including 1,877,096 shares issuable upon
SHARES conversion of a convertible note, convertible
preferred stock, exercise of a warrant and exercise
BENEFICIALLY of a stock option of the Issuer)
OWNED BY _________________________________________________________________
8 SHARED VOTING POWER
EACH
5,000
REPORTING
_________________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,294,085 (including 1,877,096 shares issuable upon
conversion of a convertible note, convertible
preferred stock, exercise of a warrant and exercise
of a stock option of the Issuer)
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
5,000
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,299,085 (including 1,877,096 shares issuable upon conversion of a
convertible note, convertible preferred stock, exercise of a warrant and
exercise of a stock option of the Issuer)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 Pages
<PAGE>
This Amendment No. 8 amends the Schedule 13D dated November 9, 1995 of
Norman J. Wechsler (the "Reporting Person"), as heretofore amended by Amendment
No. 1 thereto dated December 19, 1995, Amendment No. 2 dated January 25, 1996,
Amendment No. 3 dated April 19, 1996, Amendment No. 4 dated August 7, 1996,
Amendment No. 5 dated September 20, 1996, Amendment No. 6 dated January 10,
1997, and Amendment No. 7 dated January 9, 1998, with respect to the Common
Stock, par value $.001 per share ("Common Stock"), issued by Intellicorp, Inc.
(the "Issuer"). Except as modified hereby, there has been no change in the
information previously reported in Amendment No. 7 to the Schedule 13D dated
January 9, 1998 of the Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of the funds used by the Reporting Persons to purchase the
securities reported in Item 5(c) are as follows:
Number of Shares Amount of Funds Source of Funds
---------------- --------------- ---------------
25,200 $98,462.50 Personal Funds
28,707 -0- N/A
Number of Options Amount of Funds Source of Funds
----------------- --------------- ---------------
5,000 -0- N/A
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1998 there were outstanding 14,868,559 shares of Common
Stock on April 30, 1998. The Reporting Person beneficially owns 3,299,085 shares
of Common Stock (19.7% of the issued and outstanding shares of Common Stock),
which amount includes (i) 598,542 shares of Common Stock beneficially owned by
Wechsler & Co., Inc.; (ii) 60,000 shares of Common Stock beneficially owned by
Sharon C. Wechsler, the Reporting Person's spouse; (iii) 5,000 shares of Common
Stock beneficially owned by a trust for the benefit of David Wechsler, the minor
son of the Reporting Person, of which the Reporting Person and his spouse are
the trustees (the "Wechsler Trust"); (iv) 26,101 shares of Common Stock
beneficially owned by Waco Partners, a New York general partnership ("Waco"), of
which the Reporting Person is the managing general partner; and (v) 2,609,442
shares of Common Stock owned by the Reporting Person, which amount includes
20,000 shares of Common Stock issuable upon exercise of the Option; 629,032
shares of Common Stock issuable upon conversion of the Issuer's 10% Senior
Convertible Note, 758,064 shares of Common Stock issuable upon conversion of the
Issuer's Series A Preferred Stock and 470,000 shares of Common Stock issuable
upon exercise of a warrant of the Issuer. The Reporting Person expressly
disclaims beneficial ownership of the 60,000 shares of Common Stock owned by the
Reporting Person's
Page 3 of 5 Pages
<PAGE>
spouse and the 5,000 shares of Common Stock owned by the Wechsler Trust.
The Reporting Person has the sole power to vote and dispose of all such
shares, except for the 5,000 shares beneficially owned by the Wechsler Trust as
to which the Reporting Person has shared voting and dispositive power.
(c) The Reporting Person has effected the following transactions in the
shares of Common Stock since the filing of Amendment No. 7:
OPTIONS
No. of Price
Transaction Options Per
Date Acquired Option
----------- -------- ------
December 8, 1997 5,000 Issued to Reporting
Person as Director of
Issuer
================================================================================
COMMON STOCK
No. of Price
Transaction Shares Per
Date PURCHASED Share
----------- ---------- -----
April 30, 1998 13,018 Interest
April 30, 1998 15,689 Dividend
May 4, 1998 3,500 $3.875
May 4, 1998 2,000 $3.84375
May 7, 1998 7,000 $4.00
May 8, 1998 7,000 $3.875
May 11, 1998 1,000 $3.875
May 13, 1998 4,700 $3.875
Other than as set forth above in this Item 5(c), the Reporting Person has
not effected any transactions since the filing of Amendment No. 7.
(d) No person, other than the persons named above, has the right to receive
or the power to direct receipt of dividends from, or the proceeds of, the sale
of the shares of Common Stock.
(e) It is inapplicable for the purposes herein to state the date on which
the Reporting Person ceased to be the owner of more than 5% of the Common Stock.
Page 4 of 5 Pages
<PAGE>
The filing of this statement shall not be deemed an admission by the
Reporting Person that he owns the securities held by the Wechsler Trust or
Sharon C. Wechsler. The Reporting Person expressly disclaims beneficial
ownership of all securities held by the Wechsler Trust or Sharon C. Wechsler for
any purpose.
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: August 21, 1998
/s/ Norman J. Wechsler
-----------------------------
Norman J. Wechsler
Page 5 of 5 Pages
