As Filed with the Securities and Exchange Commission on October 29, 2001
File No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MAI SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2554549
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
9601 JERONIMO ROAD
IRVINE, CALIFORNIA 92618
(Address of Principal Executive Offices)
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MAI SYSTEMS CORPORATION 1993 STOCK OPTION PLAN
(Full Title of the Plan)
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W. BRIAN KRETZMER, CHIEF EXECUTIVE OFFICER
MAI SYSTEMS CORPORATION
9601 JERONIMO ROAD
IRVINE, CALIFORNIA 92618
(Name and Address of Agent for Service)
(949) 598-6000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
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Common Stock, $.01 per share........ 750,000(2) $0.24 $180,000 $45.00
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933,
as amended and based upon an average of the high and low prices reported on
the American Stock Exchange on October 25, 2001.
(2) This registration covers additional shares of our common stock ("Common
Stock") which become issuable pursuant to the above-mentioned Plan, or
issuable pursuant to officer and consultant warrants, and should be read in
conjunction with the Company's prior registration statement no. 33-92194.
See the Explanatory Statement on the following page.
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EXPLANATORY STATEMENT
Pursuant to General Instruction E to Form S-8, this Registration Statement
registers additional securities of the same class as other securities for which
a registration statement, also filed on Form S-8 and relating to the Company's
1993 Stock Option Plan, is effective. Therefore, this Registration Statement
consists only of the following: the facing page, the required statement
(regarding incorporation by reference) set forth below, the required opinions
and consents, and the signature page. This filing also updates, but does not
change in substance, the letter to holders of stock options set forth on the
following page.
This Registration Statement hereby incorporates by reference the contents
of the Company's earlier registration statement no. 33-92194 filed with the
Securities and Exchange Commission ("Commission"). After giving effect to this
filing, an aggregate of 2,750,000 shares of the Company's Common Stock have been
registered for issuance pursuant to the Company's 1993 Stock Option Plan, or for
issuance upon the exercise of warrants granted to an officer (W. Brian Kretzmer)
and a consultant (David M. Griffith) of the Company. The terms and conditions of
the warrants are substantially similar to options granted under the Plan.
2
October 26, 2001
MAI SYSTEMS CORPORATION
1993 EMPLOYEE OPTION PLAN
COMMON STOCK OF MAI SYSTEMS CORPORATION
(A DELAWARE CORPORATION)
To: Holders of Stock Options
We have filed two registration statements (file nos. 33-92194 and
333-_________) under the Securities Act of 1933 with respect to the exercise by
participants of options to purchase our common stock, par value U.S.$0.01 per
share, pursuant to our 1993 Stock Option Plan. We have previously sent or are
concurrently sending to you, as a participant in the stock option plan, a copy
of the plan, as amended to date, additional disclosures, and a statement of the
terms of the options awarded to you. We refer to these documents and any other
documents relating to the plan that we may deliver to you in the future as the
plan documents.
The rules of the Commission permit us to incorporate our filings under the
Securities Exchange Act of 1934 (the "Exchange Act") into the prospectus that we
are required to provide for purposes of the plan. The documents incorporated by
reference are:
o Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000, as amended by our Amendment No. 1 to Form 10-K filed October 26,
2001 (the "Annual Report").
o Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2001 and June 30, 2001;
o All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act; and
o The description of Common Stock contained in our report on Form 8-A/A
filed with the Commission on February 24, 1994 pursuant to the
Exchange Act.
As a result, this letter, the plan documents and the incorporated documents
constitute a prospectus covering shares of our common stock which have been
registered under the Securities Act of 1933.
Any participant in the plan may obtain a copy of the plan documents and
incorporated documents without charge upon written or oral request to us, c/o
MAI Systems Corporation, 9601 Jeronimo Road, Irvine, CA 92618, (949) 598-6181,
Attention: Finance Department.
NEITHER THE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Very truly yours,
MAI SYSTEMS CORPORATION
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1 Amended and Restated MAI Systems Corporation 1993 Stock Option Plan.
4.2 Warrant Agreement between W. Brian Kretzmer and MAI Systems Corporation
dated March 24, 2000, incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q for the period ended August 30, 2000,
incorporated by reference herein.
4.3 Warrant Agreement between David M. Griffith and MAI Systems Corporation
dated February 2, 2001, incorporated by reference to Exhibit 10.1 to the
Company's Amendment No. 1 to Registration Statement on Form S-3, as filed
with the Commission on June 18, 2001, incorporated by reference herein.
5.1 Opinion of David M. Griffith, as to the validity of the securities
registered hereunder.
23.1 Consent of David M. Griffith (set forth in the opinion filed as Exhibit
5.1 to this Registration Statement).
23.2 Consent of KPMG LLP, independent auditors.
24 Power of Attorney (included on signature page).
4
SIGNATURES
In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Irvine,
State of California on October 26, 2001.
MAI SYSTEMS CORPORATION
By: /s/ W. BRIAN KRETZMER
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W. BRIAN KRETZMER
Chief Executive Officer,
President and Secretary
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of W. Brian Kretzmer and James W. Dolan, his
true and lawful attorneys-in-fact and agents, with full power or substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement and any related Rule 462(b) registration
statement or amendment thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ RICHARD S. RESSLER Chairman of the Board and Director October 26, 2001
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RICHARD S. RESSLER
/s/ W. BRIAN KRETZMER Chief Executive Officer, President October 26, 2001
-------------------------- and Secretary
W. BRIAN KRETZMER (Principal Executive Officer)
/s/ JAMES W. DOLAN Chief Financial and Operating Officer October 26, 2001
-------------------------- (Principal Financial and
JAMES W. DOLAN Accounting Officer)
/s/ MORTON O. SHAPIRO Director October 26, 2001
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MORTON O. SHAPIRO
/s/ ZOHAR LOSHITZER Director October 26, 2001
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ZOHAR LOSHITZER
/s/ STEPHEN ROSS Director October 26, 2001
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STEPHEN ROSS
/s/ STEVEN F. MAYER Director October 26, 2001
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STEVEN F. MAYER
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated MAI Systems Corporation 1993 Stock Option Plan.
4.2 Warrant Agreement between W. Brian Kretzmer and MAI Systems
Corporation dated March 24, 2000, incorporated by reference to Exhibit
10.1 to the Quarterly Report on Form 10-Q for the period ended August
30, 2000, incorporated by reference herein.
4.3 Warrant Agreement between David M. Griffith and MAI Systems
Corporation dated February 2, 2001, incorporated by reference to
Exhibit 10.1 to the Company's Amendment No. 1 to Registration
Statement on Form S-3, as filed with the Commission on June 18, 2001,
incorporated by reference herein.
5.1 Opinion of David M. Griffith, as to the validity of the securities
registered hereunder.
23.1 Consent of David M. Griffith (set forth in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of KPMG LLP, independent auditors.
24 Power of Attorney (included on signature page).