<PAGE> 1
As filed with the Securities and Exchange Commission on December 7, 1995
Registration No. 33-64623
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
--------------
MAI SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 22-2554549
--------------------------------- -------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
RICHARD S. RESSLER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
9600 JERONIMO ROAD 9600 JERONIMO ROAD
IRVINE, CALIFORNIA 92718 IRVINE, CALIFORNIA 92718
(714) 580-0700 (714) 580-0700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
--------------
Copies to:
Stanley P. Witkow, Esq.
MAI Systems Corporation
9600 Jeronimo Road
Irvine, California 92718
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THIS
REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 1,994,033 $7.6875(1) $15,329,128.68(2) $5,285.90
==========================================================================================================================
</TABLE>
(1) Estimated (solely for the purpose of calculating the registration fee) on
the basis of the closing price of the registrant's Common Stock as
reported on the American Stock Exchange on November 27, 1995.
(2) Calculated pursuant to Rule 457(c) based on the closing price for the
registrant's Common Stock as reported on the American Stock Exchange on
November 27, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
Subject to Completion dated December 11, 1995
PROSPECTUS
1,994,033 SHARES
OF COMMON STOCK
MAI SYSTEMS CORPORATION
This Prospectus relates to 1,994,033 shares of Common Stock of MAI Systems
Corporation (the "Company") (such 1,994,033 shares of Common Stock referred to
as the "Shares"). The Shares may be offered by certain stockholders of the
Company (the "Selling Stockholders") from time to time in transactions on the
American Stock Exchange (the "AMEX"), in the over-the-counter market, in
negotiated transactions, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing market prices
or at negotiated prices. The Selling Stockholders may effect such transactions
by selling the Shares to or through underwriters or broker-dealers, and such
underwriters or broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such underwriters or broker-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular underwriter or broker-dealer might be in excess of customary
commissions). See "Selling Stockholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
certain expenses (other than selling commissions and fees and expenses of
counsel and other advisors to the Selling Stockholders) in connection with the
registration of the Shares.
The Common Stock of the Company, $.01 par value ("Common Stock"), is
listed on the AMEX under the symbol "NOW." On December 5, 1995, the closing
price of the Common Stock on the AMEX was $6-1/4.
Unless the context otherwise requires, all share information in this
Prospectus has been restated reflect a stock split effected by means of a 25%
stock dividend paid to stockholders of the Company on August 24, 1995.
THE SHARES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.
THESE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ______ __, 1995.
<PAGE> 3
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER OR BY ANY OTHER PERSON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS
CORRECT AS OF ANY TIME AFTER THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES TO
ANY PERSONS OR BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION MAY NOT LAWFULLY BE MADE.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements, and other information may be inspected and copied at the
Public Reference Room of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's regional offices in Los Angeles (5670
Wilshire Blvd., 11th Floor, Los Angeles, California 90036-3648), in Chicago
(Northwest Atrium Center, Suite 1400, 500 West Madison Street, Chicago, IL
60661), and in New York (7 World Trade Center, 13th Floor, New York, New York
10048). Copies of such material may be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Company has filed with the Commission a registration statement on Form
S-3 (as amended, the "Registration Statement") under the Securities Act. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K/A for the year ended December 31,
1994, as amended (the "1994 Form 10-K/A"), Quarterly Report on Form 10-Q for
the quarter(s) ended March 31, 1995, June 30, 1995 and September 30, 1995 and
the description of the Company's Common Stock contained in a registration
statement filed under the Exchange Act, which are on file with the Commission,
are incorporated in this Prospectus by reference and made a part hereof. All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the termination of the offering of the
Common Stock hereunder shall be deemed to be incorporated herein by reference
and shall be a part hereof from the date of the filing of such documents. Any
statements contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or replaced for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or replaces such statement. Any such statement so
modified or replaced shall not be deemed, except as so modified or replaced, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of the documents incorporated by reference
herein, other than exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to MAI Systems Corporation, 9600
Jeronimo Road, Irvine,
- 2 -
<PAGE> 4
CA 92718, attention Stanley P. Witkow, Vice President, General Counsel and
Secretary, telephone (714) 580-0700.
THE COMPANY
GENERAL
MAI Systems Corporation ("MAI" or the "Company") installs and supports
total information systems solutions, primarily in the casino and hospitality
industries. In addition, the Company designs, sells, installs and supports a
wide variety of computer products including (i) local and wide area computer
networks, (ii) document imaging solutions, (iii) computer products for legacy
systems which upgrade, enhance and integrate legacy systems with currently
available computer technologies, and (iv) vertical and horizontal software
applications including OpenBASIC, MANBASE, ASG, Medical Management, BFMS and
TriBASE.
The Company's systems are comprised of (i) application software and
related services for targeted industry-specific markets, (ii) operating
systems, application development environments, programming languages,
networking products and horizontal software, and (iii) computer products and
peripherals. The Company markets a line of systems incorporating RISC-based
processors as well as single and multiprocessor computers based on
industry-standard Intel Corporation-developed microprocessors. The Company
also markets various peripherals.
The Company was incorporated under the laws of the State of Delaware on
September 6, 1984. The Company's name was changed from MAI Basic Four, Inc. to
MAI Systems Corporation on November 6, 1990. As used herein, the "Company" and
"MAI" include MAI Systems Corporation and its subsidiaries (including its
70%-owned subsidiary, Gaming Systems International) unless the context
indicates otherwise. The Company commenced operations on January 29, 1985.
RISK FACTORS
An investment in the Shares offered hereby involves a high degree of risk.
Prospective investors should carefully consider the following risk factors, in
addition to other information contained in or incorporated by reference in this
Prospectus.
COMPETITION
Competition is vigorous in all sectors of the market for computer-based
solutions and support and maintenance services which the Company offers. The
Company has numerous competitors in each of its business lines, which vary
widely in their size, capabilities, market segments and geographical areas.
Additionally, because the Company provides service and support to products
manufactured by third parties, such third parties are potential competitors
should they elect to provide support services similar to those provided by the
Company.
PRODUCTION AND PROCUREMENT
Delay or failure in the delivery of products or components purchased from
third parties could adversely affect shipments by the Company and its ability
to conclude sales. Because the Company's current products are industry
standard, management believes that alternative sources of supply of similar
products would be available to the Company in the event of any interruption of
delivery of a single source supplier.
- 3 -
<PAGE> 5
LIQUIDITY; VOLATILITY OF STOCK PRICE
Historically, trading volume of the Common Stock has been small, and the
market for the Company's Common Stock has been less liquid than that of most
other publicly traded companies. In September 1995, however, the Company's
Common Stock became listed on the AMEX and under the symbol "NOW."
Nevertheless, there can be no assurance that a stockholder who desires to sell
shares of Common Stock can sell all of the shares that the stockholder desires
to sell, either at all or at the desired times or prices. In addition, future
sales of shares of Common Stock may reduce the price of the Common Stock to a
greater extent than shares of other companies with higher trading volumes.
Like the stock of other technology companies, the market price of the Common
Stock has been and may continue to be volatile. Factors such as quarterly
fluctuations in the Company's results of operations, trading volume, the
announcement of technological innovations or new products by the Company or its
competitors, general conditions in the computer hardware and software
industries, economic conditions generally, the Company's ability successfully
to increase its market share with its existing products while expanding its
product base into other markets, the strength of the Company's distribution
channels, variances between actual results of operations and the results
expected by securities analysts, and the factors mentioned under "Fluctuations
in Operating Results" below, among other factors, may have a significant impact
on the market price of the Common Stock.
FLUCTUATIONS IN OPERATING RESULTS
A variety of factors may cause period-to-period fluctuations in the
Company's operating results. Many of the Company's systems sales involve
lengthy sales cycles. Consequently, it is not possible to predict with any
reliability the periods within which a sale may close. As a result, the
operating results of the Company may be materially skewed if a single
transaction is completed earlier or later than expected. The Company has
experienced fluctuations in its operating results.
EMERGENCE FROM CHAPTER 11 BANKRUPTCY PROCEEDINGS
On November 18, 1993, the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court") entered an order confirming the First
Amended Joint Chapter 11 Plan of Reorganization, dated as of October 19, 1993
and technically amended on November 18, 1993 (the "Plan of Reorganization"), of
the Company, Brooke Acquisition Corp. ("BAC") and CLS Software, Inc. ("CSI")
(collectively, the "Debtors"). The Company had been operating under the
protection of Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy
Code") since April 12, 1993. On January 27, 1994, the Bankruptcy Court entered
an order which among other things fixed January 27, 1994 as the effective date
of the Plan of Reorganization (the "Effective Date"). The following summary of
some of the features of the Plan of Reorganization is qualified in its entirety
by reference to the Plan of Reorganization, which is an exhibit to the
Company's Annual Report on Form 10-K/A for the year ended December 31, 1993,
and by the more detailed description of the Plan of Reorganization that is
contained in the 1994 Form 10-K/A.
The Plan of Reorganization provides for, among other things, (i) the
satisfaction of substantially all of the Debtors' unsecured (non-priority)
indebtedness through the issuance of Common Stock, and (ii) the cancellation of
existing equity interests in the Debtors. The Plan of Reorganization also
provides for the substantive consolidation and merger of the Debtors and the
corresponding extinguishment of intercompany liabilities and intercompany
contracts among the Debtors.
Under the Plan of Reorganization, as practical after the Effective Date
(i) holders of approximately $1,300,000 aggregate amount of administrative
claims and approximately $100,000 aggregate amount of
- 4 -
<PAGE> 6
priority claims receive cash distributions and (ii) holders of approximately
$3,019,000 aggregate amount of tax claims receive deferred cash payments over
periods up to six years. At October 31, 1995, the aggregate amount of tax
claims had been reduced to $1,027,000 and the Company continues to dispute
certain tax claims.
The Plan of Reorganization provides that Bell Atlantic Business Services
Inc., in full satisfaction of its $819,203 secured claim, (i) retains its lien
on certain of the Company's property, (ii) receives $150,000 on the Effective
Date, (iii) will be repaid the balance of its claim in equal monthly
installments over three (3) years, and (iv) receives interest at the Mellon
Bank, N.A. prime rate plus two percent. This obligation has been satisfied and
the lien has been released.
The Plan of Reorganization further provides that, unless electing cash
treatment (described below), the holders of allowed unsecured claims are
allocated a proportionate amount of shares of Common Stock of the Company in
full satisfaction of their claims. The Plan of Reorganization also
incorporates a settlement of subordination rights among the holders of senior
claims and the holders of subordinated claims.
The Plan of Reorganization provides holders of unsecured claims the right
to elect a 10% cash recovery. Under this provision, holders of allowed
unsecured claims that were less than, equal to or reduced by the holder to
$10,000 and who made such election, will receive 10% of their unsecured claim
in cash. Holders of approximately $790,000 in unsecured claims made this
election.
The Company commenced distribution of Common Stock to holders of
unsecured claims on April 14, 1994. The Common Stock is being issued pursuant
to section 1145 of the Bankruptcy Code, which contains an exemption from
registration under the Securities Act. At October 31, 1995, the Company had
distributed 6,686,179 shares of Common Stock to its former creditors.
Under the Plan of Reorganization there is no recovery for holders of the
Company's $.01 par value Common Stock (the "Old Common Stock"), and all classes
of Preferred Stock (the "Old Preferred Stock"), outstanding prior to the
Effective Date.
Pursuant to the terms of the Plan of Reorganization, the Company filed an
Amended Certificate of Incorporation pursuant to which ten million shares of
Common Stock were authorized for issuance. Shares are being issued to holders
of allowed unsecured claims as described above and will be issued to optionees
under the Company's 1993 Stock Option Plan. Due to the fact that the Company
is still resolving certain disputed trade claims, it is unable to calculate
with certainty the number of shares that will be reserved for the 1993 Stock
Option Plan.
THE SELLING STOCKHOLDERS
The following table sets forth the name and the number of shares of Common
Stock beneficially owned by each of the Selling Stockholders as of December 6,
1995, the number of Shares to be offered by such Selling Stockholder and the
number of shares to be owned beneficially by such Selling Stockholder if all of
the Shares offered hereby by such Selling Stockholder are sold as described
herein.
- 5 -
<PAGE> 7
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned Number of Shares
Name of Selling Stockholders Before Offering Offered Hereby
- ---------------------------- ---------------------- ----------------
<S> <C> <C>
Bennett S. LeBow 1,369,001 1,369,001
LeBow Family Partnership 1993, Ltd.(1) 625,032 625,032
</TABLE>
- --------------
(1) LeBow Family Partnership 1993, Ltd. is a Florida limited partnership, of
which Bennett S. LeBow is the general partner with a 10% interest and a
trust, for the benefit of Mr. LeBow and certain family members, holds the
remaining interest.
Because the Selling Stockholders may offer all or some of the shares of
Common Stock which they hold pursuant to the offering contemplated by this
Prospectus, and because the offering is not being underwritten on a firm
commitment basis, no estimate can be given as to the number of shares that will
be held by the Selling Stockholders after completion of the offering.
Mr. LeBow was a director of the Company from September 1984 until October
1995, and was Chairman of the Board of Directors from November 1990 until May
1995. He was Chief Executive Officer from November 1990 to April 1993.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold by the
Selling Stockholders from time to time in transactions on the AMEX, in the
over-the-counter market, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing market prices
or at negotiated prices. The Selling Stockholders may effect such transactions
by selling the Shares to or through underwriters or broker-dealers, and such
underwriters or broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such underwriters or broker-dealers may act
as agent or to whom they sell as principals, or both (which compensation as to
a particular underwriter or broker-dealer might be in excess of customary
commissions). Without limiting the foregoing, such brokers may act as dealers
by purchasing any or all of the Shares covered by this Prospectus, either as
agents for others or as principals for their own accounts, and reselling such
Shares pursuant to this Prospectus. Sales of Shares are, in general, expected
to be made at the market price prevailing at the time of each such sale;
however, prices in negotiated transactions may differ considerably. The
Selling Stockholders are acting independently of the Company in making
decisions with respect to the timing, manner and size of each sale.
The Shares being offered by the Selling Stockholders were acquired as a
result of a dividend from a holding company in which the Selling Stockholders
were controlling stockholders; the holding company acquired the Shares in
satisfaction of its claim against the Company in the Company's bankruptcy
proceeding. See "Risk Factors--Chapter 11 Bankruptcy Proceedings."
At the time a particular offer of shares is made, to the extent required,
a supplemental Prospectus will be distributed which will set forth the number
of shares being offered and the terms of the offering including the name or
names of any underwriters, the purchase price paid by any underwriter for the
shares purchased from the Selling Stockholders, any discounts, commissions and
other items constituting compensation from the Selling Stockholders and any
discounts, commissions or concessions allowed or reallowed or paid to dealers.
- 6 -
<PAGE> 8
In order to comply with the securities laws of certain states, if
required, the Shares will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the Shares may
not be sold unless they have been registered or qualified for sale in the
applicable state or any exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock for a period of nine
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of shares of the Common
Stock by the Selling Stockholders.
The Company has agreed to indemnify each of the Selling Stockholders
against certain liabilities in connection with the offering of the Shares,
including liabilities arising under the Securities Act of 1933, as amended.
EXPERTS
The consolidated financial statements and schedule of the Company
contained in the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1994 have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
VALIDITY OF SHARES
The validity of the shares offered hereby is being passed upon for the
Company by Stanley P. Witkow, vice president, corporate and legal affairs and
general counsel to the Company.
- 7 -
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
are estimated as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . . $ 5,285.90
Legal fees and expenses* . . . . . . . . . . . . . . . . . . . . . $10,000.00
Accounting fees and expenses* . . . . . . . . . . . . . . . . . . . $ 5,000.00
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21,285.90
==========
</TABLE>
- -----------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify the officers and directors of the Company, under certain
circumstances and subject to certain conditions and limitations as stated
therein, against all expenses and liabilities incurred by or imposed upon them
as a result of suits brought against them as such officers and directors if
they act in good faith and in a manner they reasonably believe to be in or nor
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, have no reasonable cause to believe their conduct was
unlawful. The Company's Certificate of Incorporation provides for
indemnification of officers and directors to the fullest extent permitted by
law.
ITEM 16. EXHIBITS.
3.(i) Amended and Restated Certificate of Incorporation(1)
3.(ii) Bylaws(2)
5.1 Opinion of Counsel as to legality of Common Stock
23.1 Consent of KPMG Peat Marwick LLP
23.3 Consent of Counsel (included in the opinion filed as Exhibit 5.1
to this Registration Statement)
24.1 Power of Attorney (3)
- ---------------
(1) Incorporated by reference to exhibit 3.1 to the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1994 (the "1994 Form 10-K/A").
(2) Incorporated by reference to exhibit 3.2 to the 1994 Form 10-K/A.
(3) Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
II-1
<PAGE> 10
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the Registration Statement is on Form
S-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In
the event that a claim of indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in a successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-2
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California on December 6, 1995.
MAI SYSTEMS CORPORATION
By: STANLEY P. WITKOW
--------------------------
Stanley P. Witkow
Vice President, Corporate
and Legal Affairs
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
RICHARD S. RESSLER* Chairman and Chief December 6, 1995
------------------------------ Executive Officer
Richard S. Ressler
W. BRIAN KRETZMER* Vice President, Chief Financial December 6, 1995
------------------------------ Officer, & Treasurer
W. Brian Kretzmer (Principal Financial
and Accounting Officer)
GEORGE G. BAYZ* Director December 6, 1995
------------------------------
George G. Bayz
ALAN GLEICHER* Director December 6, 1995
------------------------------
Alan Gleicher
MORTON SCHAPIRO* Director December 6, 1995
------------------------------
Morton Schapiro
*By: STANLEY P. WITKOW
-------------------------
Stanley P. Witkow
Attorniey-in-fact for the
foregoing individuals
</TABLE>
II-3
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
3.(i) Amended and Restated Certificate of Incorporation(1)
3.(ii) Bylaws(2)
5.1 Opinion of Counsel as to legality of Common Stock
23.1 Consent of KPMG Peat Marwick LLP
23.3 Consent of Counsel (included in its opinion filed as
Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (3)
</TABLE>
- --------------
(1) Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1994 (the "1994 Form 10-K").
(2) Incorporated by reference to Exhibit 3.2 to the 1994 Form 10-K/A.
(3) Previously filed.
<PAGE> 1
EXHIBIT 5.1
December 6, 1995
MAI Systems Corporation
9600 Jeronimo Road
Irvine, California 92718
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 to be filed by MAI
Systems Corporation (the "Company" or "MAI") with the Securities and Exchange
Commission on or about November 29, 1995 (as such may thereafter be amended or
supplemented, the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended, of 1,994,033 shares of MAI's
Common Stock ($.01 par value (the "Stock"). All of the Stock is currently
issued and outstanding.
As general counsel to the Company, I have examined the proceedings relating to
the issuance of the shares of Stock pursuant to the Registration Statement. In
my opinion all of the shares of the Stock that will be sold are legally and
validly issued and are fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name, wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ Stanley P. Witkow
- ---------------------------
Stanley P. Witkow
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
MAI Systems Corporation
We consent to the incorporation by reference of our report dated March 9, 1995
in the registration statement on Form S-3 of MAI Systems Corporation, relating
to the consolidated balance sheets of MAI Systems Corporation as of December
31, 1994 and 1993, and the related consolidated statements of operations,
stockholders' deficiency and cash flows for the years ended December 31, 1994
and 1993, the three month period ended December 31, 1992 and the fiscal year
ended September 30, 1992, and related schedule, which report appears in the
December 31, 1994, annual report on Form 10-K/A of MAI Systems Corporation.
We also consent to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
Orange County, California
December 6, 1995
