UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
Richard S. Ressler
c/o Lewis H. Stanton
MAI Systems Corporation
9601 Jeronimo Road
Irvine, CA 92618
(949) 598-6122
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 4, 1999
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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 [ ].
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* 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).
(Continued on Following Pages)
(Page 1 of 4 Pages)
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CUSIP NO. 552620 20 5 13D Page 2 of 4
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. 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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7. SOLE VOTING POWER
NUMBER OF 2,014,407 Shares. See Item 5 herein
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,014,407 Shares. See Item 5 herein
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,407 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)
17.83%. See Item 5 herein
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14. TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT.
<PAGE>
CUSIP NO. 552620 20 5 13D Page 3 of 4
PRELIMINARY STATEMENT:
This Amendment No. 4 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 or about April 25, 1996, September
8, 1997, and September 18, 1997, 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.
ITEM 2. IDENTITY AND BACKGROUND
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change with respect to transactions previously reported. With
respect to the transaction reported in Item 5(c) herein:
Personal funds in the amount of $500,000.
ITEM 4. PURPOSE OF TRANSACTION
No change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of February 4, 1999 and after giving effect to transactions previously
reported and reported in Item 5(c) herein, the Reporting Person was the
beneficial owner of an aggregate of 2,014,407 shares of MAI Common Stock
(the "Shares") which constituted 17.83% of the Common Stock. The foregoing
beneficial ownership includes 467,105 shares of MAI Common Stock underlying
Warrants held by the Reporting Person, which, after giving effect to
anti-dilution adjustments and exercises, became exercisable on or about
August 15, 1994 for a five year term at an exercise price of $1.90 per
share (the "Warrants"). The foregoing percentage reflects a total of
10,834,158 shares of Common Stock outstanding as of February 4, 1999 (as
reported by MAI's transfer agent), after completion of the transaction
reported in Item 5(c) herein, and also assumes 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
11,301,263 shares).
<PAGE>
CUSIP NO. 552620 20 5 13D Page 4 of 4
(b) No change.
(c) No change with respect to transactions previously reported. In order to
induce a cash infusion, on January 28, 1999, MAI temporarily offered shares
of MAI Common Stock to the Reporting Person at a price of $2.48625 per
share. Such offer was for a one week period only and such sales price was
set at a level equal to 90% of the average closing market price for the
Common Stock over the ten most recent trading days immediately prior to
such temporary offer. On February 4, 1999, the Reporting Person accepted
the offer and acquired 201,106 shares of the Common Stock from MAI at a
price of $2.48625 per share. See Items 3 and 5(a) 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.
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: February 9, 1999.
/s/ Richard S. Ressler
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Richard S. Ressler
