UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MAI SYSTEMS CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
552620 20 5
(CUSIP Number)
Richard S. Ressler
c/o Lewis H. Stanton
MAI Systems Corporation
9601 Jeronimo Road
Irvine, CA 92618
(714) 598-6122
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 8, 1997
(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 of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Page 1 of 7 Pages
<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 2 of 7 Pages
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- ---------------------
CUSIP NO. 552620 20 5
- ---------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard S. Ressler
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS*
PF
- ------------------------------------------------------------
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 1,813,301 Shares. See Item 5 herein
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,813,301 Shares. See Item 5 herein
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,813,301 Shares. See Item 5 herein
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
- --------
* 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.
Page 3 of 7 Pages
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CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5%. See Item 5 herein
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
- --------
* 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.
Page 4 of 7 Pages
<PAGE>
PRELIMINARY STATEMENT:
This Amendment No. 2 supplements the Schedule 13D filed by Richard S.
Ressler (the "Reporting Person") with the Securities and Exchange Commission on
February 21, 1995, as amended previously on April 25, 1996, 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 such Schedule 13D.
ITEM 1. SECURITY AND ISSUER
No change, except the address of the issuer is:
MAI Systems Corporation
9601 Jeronimo Road
Irvine, California 92618
ITEM 2. IDENTITY AND BACKGROUND
(a) No change.
(b) c/o MAI Systems Corporation
9601 Jeronimo Road
Irvine, California 92618
(c) Chairman of the Board of MAI.
(d) No change.
(e) No change.
(f) No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
With respect to the transactions reported in Item 5(c) herein: Personal funds in
the amount of $300,000. Also services rendered pursuant to a consulting
agreement with MAI dated August 15, 1994, as amended.
ITEM 4. PURPOSE OF TRANSACTION
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 8, 1997 and after giving effect to the transactions
reported in Item 5(c) herein, the Reporting Person was the beneficial
owner of an aggregate of 1,813,301 shares of MAI Common Stock (the
"Shares") which constituted 18.5% of the Common Stock,
Page 5 of 7 Pages
<PAGE>
based on the 8,714,685 shares of Common Stock outstanding as of August
11, 1997 (as reported in MAI's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997) and the other adjustments described below.
The foregoing beneficial ownership includes 517,105 shares of MAI
Common Stock underlying Warrants held by the Reporting Person. After
giving effect to anti-dilution adjustments and exercises, 467,105 of
such Warrants became exercisable on or about August 15, 1994 for a five
year term at an exercise price of $1.90 per share and 50,000 of such
Warrants became exercisable on or about March 6, 1997 for a five year
term at an exercise price of $7.50 per share (the "Warrants"). The
foregoing percentage assumes completion of the transactions reported in
Item 5(c) herein, and also the exercise of such remaining Warrants held
by the Reporting Person, but not the exercise of any other warrants or
options held by other persons with respect to the Common Stock (i.e.
the denominator for calculating such percentage is 9,788,195 shares).
(b) The Reporting Person owns and controls the voting and disposition of
all the Shares. Certain of the Shares are registered in the name of
Orchard Capital Corporation, a personal holding company of the
Reporting Person.
(c) Effective September 4, 1997 the Reporting Person exercised warrants to
acquire 157,895 shares of the Common Stock from MAI at $1.90 per share.
Effective September 8, 1997 the Reporting Person received 398,510
shares of the Common Stock from MAI in payment for services rendered
pursuant to the above-mentioned consulting agreement. 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.
Page 6 of 7 Pages
<PAGE>
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: September 8, 1997.
/s/ Richard S. Ressler
Richard S. Ressler
Page 7 of 7 Pages
