<PAGE>1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
MAI SYSTEMS CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
552620 20 5
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CUSIP Number
Stanley P. Witkow, c/o MAI Systems Corporation, 9600 Jeronimo Road
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Irvine, California 92718
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(714) 580-2449
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 19, 1996
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(Date of Event Which Requires Filing of 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. / /
Check the following box if a fee is being paid with the
statement. / / 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 filled out for a
reporting person's initial filing on this form with respect to the
subject class securities, and for any subsequent amendment covering
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).
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CUSIP NO. 552620 20 5 SCHEDULE 13D Page 2 of 4 Pages
Name of Reporting Person
1 SS or IRS Identification No. of Above Person
RICHARD S. RESSLER
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2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds*
PF
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5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) / /
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6 Citizenship or Place of Organization
United States
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Number of 7 Sole Voting Power
Shares 120,000 Shares. See Item 5 herein
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Beneficially 8 Shared Voting Power
Owned
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by Each 9 Sole Dispositive Power
Reporting 120,000 Shares. See Item 5 herein
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Person with 10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each
Reporting Person
739,791 Shares. See Item 5 herein
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12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
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13 Percent of Class Represented by Amount in Row 11
11%. See Item 5 herein
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 552620 20 5 SCHEDULE 13D Page 3 of 4 Pages
PRELIMINARY STATEMENT:
This Amendment No. 1 supplements the Schedule 13D filed by
Richard S. Ressler (the "Reporting Person") with the Securities and
Exchange Commission on February 21, 1995, relating to the common
stock, par value $0.01 per share (the "Common Stock"), of MAI Systems
Corporation ("MAI"). Unless otherwise defined herein, all terms used
herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
No change.
ITEM 2. IDENTITY AND BACKGROUND
(a) No change
(b) No change
(c) Chairman and Chief Executive Officer of MAI.
(d) No change
(e) No change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds in the amount of $690,000.
ITEM 4. PURPOSE OF TRANSACTION
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of April 19, 1996, the Reporting Person was the beneficial
owner of an aggregate of 739,791 shares of MAI Common Stock (the
"Shares") which constituted 11% of the 6,728,401 shares of Common
Stock outstanding as of March 22, 1996 (as reported in MAI's Annual
Report on Form 10-K for the year ended December 31, 1995). The
foregoing excludes 625,000 shares of MAI Common Stock underlying a
Common Stock Warrant held by the Reporting Person which became
exercisable on or about August 15, 1994 for a five (5) year term at an
exercise price of $1.90 per share (the "Warrant"). Upon exercise of
the Warrant in full, the Reporting Person may be deemed to
beneficially own 1,364,791 shares of MAI Common Stock which would
constituted 18.6% of 7,353,401 outstanding shares of MAI Common Stock
(as adjusted to reflect the exercise of the Warrant).
(b) The Reporting Person directly owns and controls the voting and
disposition of all the Shares.
(c) See Item 3 herein.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Inapplicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Inapplicable.
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CUSIP NO. 552620 20 5 SCHEDULE 13D Page 4 of 4
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: April 25, 1996.
/s/ Richard S. Ressler
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Richard S. Ressler
