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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2 to
SCHEDULE 13E-3
(Rule 13e-100)

Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934


MAI SYSTEMS CORPORATION
(Name of the Issuer)

MAI SYSTEMS CORPORATION*
*And Those Filing Parties Listed on the Carry-Over Cover Page
(Names of Persons Filing Statement)


Common Stock, $0.01 par value
(Title of Class of Securities)

552620-20-5
(CUSIP Number of Class of Securities)

James W. Dolan, Chief Financial and Operating Officer,
c/o MAI Systems Corporation,
26110 Enterprise Way,
Lake Forest, CA 92630
(949) 598-6181
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)

With copy to:
David M. Griffith, Esq., General Counsel,
c/o MAI Systems Corporation,
26110 Enterprise Way,
Lake Forest, CA 92630
(949) 598-6183


This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE


Transaction valuation (1): $23,630   Amount of filing fee: $2.79*            

(1)
Calculated solely for purposes of determining the filing fee, this amount assumes that approximately 139,000 shares of Common Stock will be acquired for cash in an amount equal to $0.17 per share. No securities are being acquired for non-cash consideration.

o
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

*Amount Previously Paid: $2.79

Form or Registration No.: 005-38111

Filing Parties: (1) MAI Systems Corporation, a Delaware corporation; (2) HIS Holding, LLC, a Delaware limited liability company; (3) Orchard Capital Corporation, a California corporation; (4) Canyon Capital Advisors, LLC, a California limited liability company (5) Richard S. Ressler; (6) W. Brian Kretzmer; and (7) James W. Dolan

Date Filed: December 16, 2004 (initial filing); Amendment No. 1: January 31, 2005; Amendment No. 2: March 18, 2005





Introduction

        This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is being filed by MAI Systems Corporation, a Delaware corporation (the "Company"), and (2) HIS Holding, LLC, a Delaware limited liability company; (3) Orchard Capital Corporation, a California corporation; (4) Richard S. Ressler; (5) W. Brian Kretzmer; and (6) James W. Dolan (collectively, the "Other Filing Parties"),with the Securities and Exchange Commission (the "Commission") for purposes of effecting the transaction described herein.

        Concurrently with the filing of this Schedule 13E-3, the Company and the Other Filing Parties are filing with the Commission Amendment No. 2 to their Preliminary Information Statement on Schedule 14C of the Securities Exchange Act of 1934, as amended (the "Information Statement"), describing a proposed amendment to the Company's amended and restated certificate of incorporation to effectuate a 1-for-150 reverse stock split of shares of common stock, par value $0.01, of the Company. The Information Statement is in preliminary form and is subject to completion or amendment. The information in the Information Statement, including all appendices thereto, is expressly incorporated by reference into this Schedule 13E-3 in its entirety, and the responses to each item are qualified in their entirety by the provisions of the Information Statement.


Item 1. Summary Term Sheet.

        The information set forth in the Information Statement under the section "Summary of the Proposed Reverse Stock Split" is incorporated herein by reference.


Item 2. Subject Company Information.


Item 3. Identity and Background of Filing Person.

2



Item 4. Terms of the Transaction.


Item 5. Past Contracts, Transactions, Negotiations and Agreements.

3



Item 6. Purpose of the Transaction and Plans or Proposals.


Item 7. Purposes, Alternatives, Reasons and Effects.

4



Item 8. Fairness of the Transaction.

5



Item 9. Reports, Opinions, Appraisals and Negotiations.


Item 10. Source and Amount of Funds or Other Consideration.


Item 11. Interest in Securities of the Subject Company.


Item 12. The Solicitation or Recommendation.


Item 13. Financial Statements.

6



Item 14. Persons/Assets, Retained, Employed, Compensated or Used.


Item 15. Additional Information.


Item 16. Exhibits.

7



SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

    MAI SYSTEMS CORPORATION

 

 

By:

/s/  
W. BRIAN KRETZMER      

 

 

Name:

W. Brian Kretzmer

 

 

Title:

Chief Executive Officer, President, and Secretary

 

 

Date:

March 18, 2005

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

    HIS HOLDING, LLC

 

 

By:

Orchard Capital Corporation, Managing Member

 

 

By:

/s/  
RICHARD S. RESSLER      

 

 

Name:

Richard S. Ressler

 

 

Title:

Chief Executive Officer and President

 

 

Date:

March 18, 2005

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

    ORCHARD CAPITAL CORPORATION

 

 

By:

/s/  
RICHARD S. RESSLER      

 

 

Name:

Richard S. Ressler

 

 

Title:

Chief Executive Officer and President,

 

 

Date:

March 18, 2005

8


        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

    RICHARD S. RESSLER

 

 

By:

/s/  
RICHARD S. RESSLER      

 

 

Name:

Richard S. Ressler

 

 

Date:

March 18, 2005

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

    W. BRIAN KRETZMER

 

 

By:

/s/  
W. BRIAN KRETZMER      

 

 

Name:

W. Brian Kretzmer

 

 

Date:

March 18, 2005

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

    JAMES W. DOLAN

 

 

By:

/s/  
JAMES W. DOLAN      

 

 

Name:

James W. Dolan

 

 

Date:

March 18, 2005

9



EXHIBIT INDEX

        (a)   Preliminary Information Statement filed with the Commission on December 16, 2004; Amendment No. 1 to Preliminary Information Statement filed with the Commission on January 31, 2005; and Amendment No. 2 to Preliminary Information Statement filed with the Commission on March 18, 2005 (incorporated herein by reference).

        (b)   Not applicable.

        (c)   Not applicable.

        (d)   Reference is made to the Schedule 13D filed on November 12, 2004 by MAI Systems Corporation and April 20, 2004 by HIS Holding, LLC; the exhibits contained in those filings and listed hereafter are incorporated by reference herein: (a) Stock Purchase Agreement dated March 31, 2004 between CSA Private Limited and HIS Holding, LLC; (b) Stock Purchase Agreement between MAI Systems Corporation and HIS Holding, LLC for the acquisition of 10,000,000 shares of MAI Systems Corporation common stock by HIS Holding, LLC; and (c) Promissory Note which has been converted to 33,172,110 shares of MAI Systems Corporation common stock. Reference is also made to Proposal No. 2 of MAI Systems Corporation's Definitive Proxy filed with the Commission on August 25, 2004, which discusses these transactions in further detail. Pursuant to Item 1005(e) of Regulation M-A, the Operating Agreement for HIS Holding, LLC is also filed with this Amendment No. 2 to Schedule 13E-3.

        (f)    Not applicable.

        (g)   Not applicable.




QuickLinks

Introduction
SIGNATURE
EXHIBIT INDEX