SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 22, 2004
Commission File No. 1-9158
MAI SYSTEMS CORPORATION
(Exact name of Registrant as Specified in its Charter)
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Delaware |
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22-2554549 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
26110 Enterprise Way
Lake Forest, California
92630
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (949) 598-6000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Election of Directors. Information relating to this item is reported under Item 8 - “Other Events; Results of Annual Shareholders’ Meeting.”
Item 8.01. Other Events; Results of Annual Shareholders’ Meeting.
(a) The Company held its Annual Meeting of Stockholders on September 22, 2004 at the Hollywood Roosevelt Hotel, 7000 Hollywood Boulevard, Los Angeles, California.
(b) Elected Directors of Registrant. The following persons were elected to serve as directors of the Company: Richard S. Ressler, Zohar Loshitzer, Stephen Ross and Steven F. Mayer.
(c) Items Voted Upon by Stockholders of the Registrant. The following matters were voted upon and approved by the stockholders of the Company. The number of votes cast for and against are set forth below (as well as the applicable number of abstentions and broker non-votes):
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Subject |
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Votes For |
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Votes Against Or Withheld |
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Abstentions |
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ELECTION OF DIRECTORS: |
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Richard S. Ressler |
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14.937.000 |
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143,423 |
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— |
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Zohar Loshitzer |
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14,942,553 |
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137,870 |
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— |
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Stephen Ross |
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14,972,360 |
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108,063 |
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— |
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Steven F. Mayer |
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APPROVAL OF THE MANAGEMENT CONVERSION/EQUITY TRANSACTION |
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7,755,960 |
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1,230,483 |
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4,721 |
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APPROVAL OF AMENDMENT TO COMPANY’S ARTICLES OF INCORPORATION |
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7,795,582 |
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1,192,348 |
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3,234 |
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APPROVAL OF AMENDMENT TO 2001 RESTRICTED STOCK PLAN |
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7,823,733 |
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1,163,731 |
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3,700 |
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RATIFICATION OF THE COMPANY’S SELECTION OF BDO SEIDMAN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY |
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14,188,674 |
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1,163,731 |
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3,700 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MAI SYSTEMS CORPORATION |
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(Registrant) |
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Date: September 24, 2004 |
/s/ W. Brian Kretzmer |
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W. Brian Kretzmer |
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Chief Executive Officer and President |
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