<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
---
Midisoft Corporation
-----------------------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------------
(Title of Class of Securities)
597 413 10 3
----------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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>
Page 1 of 3 pages
CUSIP NO. 597 413 10 3
------------
13G/A
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raymond Bily
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)_____
Not Applicable (b)_____
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
1,021,764
NUMBER OF
SHARES ------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not Applicable
EACH
REPORTING ------------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,021,764
------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,021,764
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
Not Applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.1%
(based on Issuer's reported total shares outstanding as of 12/24/96 of
5,345,425)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IN (Individual)
- --------------------------------------------------------------------------------
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 2 of 3 pages
This Amendment No. 2 to the Schedule 13G shows that the Reporting Person's
beneficial ownership of common stock (the "Common Stock") of Midisoft
Corporation (the "Issuer") has decreased from 22.8% on December 31, 1995 to
19.1% on December 31, 1996. The change in the Reporting Person's beneficial
ownership reflects the fact that the Issuer has issued shares to other parties
during this period, and the Reporting Person sold 30,000 shares in May 1996 and
33,777 shares in November/December 1996. The Reporting Person also has options
for 122,292 shares, 40,764 of which were then available for exercise. These
totals do not include 2,000 shares held in the name of Margaret Bily, spouse, as
to which shares the Reporting Person disclaims beneficial ownership, voting or
dispositive power.
ITEM 1(a). NAME OF ISSUER:
Midisoft Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1605 NW Sammamish Rd., Suite 205, Issaquah, WA 98027
ITEM 2(a). NAME OF PERSON FILING:
Raymond Bily
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
15513 NE 52nd Street
Redmond, WA 98052
ITEM 2(c). CITIZENSHIP:
USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
See cover page
ITEM 2(e). CUSIP NUMBER:
See cover page
ITEM 3. Source and Amount of Funds or Other Consideration
On May 16, 1996, the Reporting Person sold 10,000 shares on the open market
with total proceeds to him of $27,500 (before deducting expenses).
On May 22, 1996, the Reporting Person sold 20,000 shares on the open market
with total proceeds to him of $53,750 (before deducting expenses).
On November 19, 1996, the Reporting Person sold 12,000 shares on the open
market with total proceeds to him of $45,875 (before deducting expenses).
On November 25, 1996, the Reporting Person sold 11,777 shares on the open
market with total proceeds to him of $39,747.37 (before deducting expenses).
On December 5, 1996, the Reporting Person sold 10,000 shares on the open
market with total proceeds to him of $28,750 (before deducting expenses).
Directors and employees are granted options to purchase shares of Common
Stock at a price equal to the fair market value of the Common Stock on date of
grant. As of December 31, 1996, the Reporting Person held exercisable options
to purchase a total of 40,764 shares of Common Stock pursuant to such grants.
30,573 of these shares are exercisable at $2.563/share and 10,191 of these
shares are exercisable at $2.75 per share. These options expire April 1, 1997,
pursuant to the Reporting Person's employment status ending as of January 1,
1997. Should the Reporting Person choose to exercise all or part of these
options, he anticipates that he would use his personal funds.
ITEM 4. OWNERSHIP:
(a) As of December 31, 1996, the Reporting Person beneficially owned 19.1%
(1,021,764) shares of the outstanding stock of the Issuer, which includes
40,764 shares of Common Stock subject to purchase by the Reporting Person
under options then currently exercisable. This percentage is computed
based on the Reporting Person's knowledge of the stock records of the
Issuer.
(b) The Reporting Person has the sole voting and investment power with respect
to 981,000 shares of Common Stock. Should the Reporting Person exercise
his options to purchase Common Stock, he will have the sole voting and
investment power with respect to 1,021,764 shares of Common Stock.
(c) No change.
ITEM 5. NOT APPLICABLE
<PAGE>
Page 3 of 3 pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The Reporting Person has no rights as a shareholder with respect to any shares
represented by the options until he exercises the option and becomes a
recordholder of the underlying shares, and he may not transfer, assign, pledge
or hypothecate the options in any manner, other than by the law of descent and
distribution.
ITEM 7. NOT APPLICABLE
ITEM 8. NOT APPLICABLE
ITEM 9. NOT APPLICABLE
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 7, 1997
---------------
Date
/S/ Raymond Bily
-----------------
Signature
