SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d(-2(a)
(Amendment No. 10)(1)
INTELLICORP, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
45815310300
(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)
March 30, 2000
(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 NO. OF ABOVE PERSON
Norman J. Wechsler
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
--------------------------------------------------------------------------------
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
6,001,051 (including 1,630,958 shares issuable upon
conversion of convertible preferred stock, exercise of a
NUMBER OF warrant and exercise of a stock option of the Issuer)
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 5,000
PERSON -------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
6,001,051 (including 1,630,958 shares issuable upon
conversion of 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
6,001,051 (including 1,630,958 shares issuable upon conversion of
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)
27.9%
--------------------------------------------------------------------------------
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>
This Amendment No. 10 amends the Schedule 13D dated November 9, 1995 of
Norman J. Wechsler, 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, Amendment No. 7
dated January 9, 1998, Amendment No. 8 dated August 21,, 1998 and Amendment No.
9 dated July 22, 1999, 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. 9 to the Schedule 13D dated July 22, 1999 of the Norman J.
Wechsler. Wechsler & Co., Inc., together with Norman J. Wechsler, shall
hereinafter be the "Reporting Persons."
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 Units Amount of Funds Source of Funds
--------------- --------------- ---------------
596,126* $1,000,000.00 Working Capital
850,000** $1,700,000.00 Working Capital
* Each Unit is comprised of one share of common stock of the Issuer and a 1/4
of a warrant to purchase one share at $1.8453.
** Each Unit is comprised of one share of common stock of the Issuer and a 1/4
of a warrant to purchase one share at $2.20.
Item 5. Interest in Securities of the Issuer.
(a)-(b) According to the Company's Form 10-QSB for the quarterly period
ended March 31, 2000 there were 18,437,722 shares of Common Stock outstanding on
April 30, 2000, plus 1,446,126 shares issued to the Reporting Person and
1,630,958 shares issuable to the Reporting Person on conversion of convertible
preferred stock, exercise of a warrant and exercise of a stock option of the
Issuer, resulting in an outstanding number of 21,514,806.
NORMAN J. WECHSLER
Norman J. Wechsler beneficially owns 6,006,051 shares of Common Stock
(27.9% of the issued and outstanding shares of Common Stock), which amount
includes (i) 3,224,967 shares of
Page 3 of 5 pages
<PAGE>
Common Stock beneficially owned by Wechsler & Co., Inc. (which includes 361,532
shares issuable upon exercise of a warrant of the Issuer); (ii) 60,000 shares of
Common Stock beneficially owned by Sharon C. Wechsler, Mr. Wechsler's spouse;
(iii) 5,000 shares of Common Stock beneficially owned by a trust for the benefit
of David Wechsler, the minor son of Mr. Wechsler, of which Mr. Wechsler 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 Mr. Wechsler is the managing general partner; and (v)
2,689,983 shares of Common Stock owned by Mr. Wechsler, which amount includes
35,000 shares of Common Stock issuable upon exercise of options; 764,426 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. Mr. Wechsler expressly disclaims beneficial ownership of the 60,000
shares of Common Stock owned by Mr. Wechsler's spouse and the 5,000 shares of
Common Stock owned by the Wechsler Trust.
Mr. Wechsler 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
Mr. Wechsler has shared voting and dispositive power.
(c) During the past 60 days Wechsler & Co., Inc. has effected the following
private transactions in Units of the Issuer (as described below) based on an
equity agreement with the Issuer:
UNITS
No. of Price
Transaction Shares Per
Date Purchased UNIT
---- --------- ----
6/19/00* 596,126 $1.6775
6/30/00** 850,000 $2.0000
* Each Unit is comprised of one share of common stock of the Issuer and 1/4
of a warrant to purchase one share at $1.8453
** Each Unit is comprised of one share of common stock of the Issuer and a 1/4
of a warrant to purchase one share at $2.20
Other than as set forth above in this Item 5(c), the Reporting Persons
have not effected any transactions in the Common Stock during the past 60 days.
Page 4 of 5 pages
<PAGE>
(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.
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 4, 2000
/s/ Norman J. Wechsler
----------------------
Norman J. Wechsler
Page 5 of 5 pages
