-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JV0QF4+Luylxiya9jMGlu1GnxK3RwxUVeE/+0ypaiIEqXVXhGHX7BHAPP5U75C+c BT7KNfhSehOELDnpiSHnwA== 0000891554-96-000222.txt : 19960429 0000891554-96-000222.hdr.sgml : 19960429 ACCESSION NUMBER: 0000891554-96-000222 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960426 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTELLICORP INC CENTRAL INDEX KEY: 0000730169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942756073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36967 FILM NUMBER: 96551424 BUSINESS ADDRESS: STREET 1: 1975 EL CAMINO REAL WEST STREET 2: SUITE 101 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040-2216 BUSINESS PHONE: 4159655500 MAIL ADDRESS: STREET 1: 1975 EL CAMINO REAL WEST STREET 2: SUITE 101 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040-2216 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENETICS INC DATE OF NAME CHANGE: 19840802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WECHSLER NORMAN J CENTRAL INDEX KEY: 0000918375 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 105 SOUTH BEDFORD ROAD STREET 2: STE 310 CITY: MOUNT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-242-60 MAIL ADDRESS: STREET 1: 105 SOUTH BEDFORD ROAD STREET 2: STE 310 CITY: MOUNT KISCO STATE: NY ZIP: 10549 SC 13D/A 1 SCHEDULE 13D/A FOR INTELLICORP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* INTELLICORP, INC. -------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share -------------------------------------------- (Title of Class of Securities) 458153103000 -------------------------------------------- (CUSIP Number) Benjamin Raphan Tenzer Greenblatt LLP 405 Lexington Avenue, New York, New York 10174 (212) 573-4300 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) April 19, 1996 -------------------------------------------- (Date of Event which Requires Filing of this 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 |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting 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). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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). Page 1 of 5 Pages SCHEDULE 13D - ---------------------- ------------------------- CUSIP NO. 458153103000 Page 2 of 5 Pages - ---------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norman J. Wechsler - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,301,738 (including 1,387,096 shares issuable upon conversion of a convertible note of the NUMBER OF Issuer) SHARES ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 5,000 REPORTING ------------------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 2,301,738 (including 1,387,096 shares issuable upon conversion of a convertible note of the Issuer) ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,306,738 (including 1,387,096 shares issuable upon conversion of a convertible notae of the Issuer) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 5 Pages This Amendment No. 3 amends the Schedule 13D dated November 9, 1995 of Norman J. Wechsler (the "Reporting Person"), as heretofore amended by Amendment No. 1 thereto dated December 19, 1995 and Amendment No. 2 dated January 25, 1996, with respect to the Common Stock, par value $.001 per share ("Common Stock"), issued by Intellicorp, Inc. (the "Issuer"). Except as modified hereby, there has been no change in the information previously reported in Amendment No. 2 to the Schedule 13D dated January 25, 1996 of the Reporting Person. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person beneficially owns (i) 573,342 shares of Common Stock beneficially owned by Wechsler & Co., Inc.; (ii) 60,000 shares of Common Stock beneficially owned by Sharon C. Wechsler, the Reporting Person's spouse; (iii) 5,000 shares of Common Stock beneficially owned by a trust for the benefit of David Wechsler, the minor son of the Reporting Person, of which the Reporting Person and his spouse are the trustees (the "Wechsler Trust"); (iv) 29,000 shares of Common Stock beneficially owned by Waco Partners, a New York general partnership ("Waco"), of which the Reporting Person is the managing general partner; and (v) 1,639,396 shares of Common Stock owned by the Reporting Person, which amount includes 1,387,096 shares of Common Stock issuable upon conversion of $2,150,000 principal amount of 10% Senior Convertible Note due April 30, 2003 (the "Note"). The Reporting Person expressly disclaims beneficial ownership of the 60,000 shares of Common Stock owned by the Reporting Person's spouse and the 5,000 shares of Common Stock owned by the Wechsler Trust. The 27,500 shares of Common Stock described in Item 5(c)(i) hereof were purchased by the Reporting Person in open market transactions using personal funds in the amount of $32,312.50 and the convertible note described in Item 5(c)(ii) hereof was purchased by the Reporting Person from the Issuer using personal funds in the amount of $2,150,000.00 Item 5. Interest in Securities of the Issuer. (a)-(b) According to the Company's Quarterly Report on Form 10-QSB there were outstanding 12,201,599 shares of Common Stock on January 31, 1996. The Reporting Person beneficially owns 2,306,738 shares of Common Stock, which amount includes 1,387,096 shares of Common Stock issuable upon conversion of $2,150,000 principal amount of 10% Senior Convertible Note due April 30, 2003 (the "Note"), comprising 17% of the issued and outstanding shares of Common Stock. The Reporting Person has the sole power to vote and dispose of all such shares. Page 3 of 5 Pages (c)(i) During the past 60 days, the Reporting Person made the following purchases of shares of Common Stock in open market transactions: No. of Price Date Shares Bought Per share ---- ------------- --------- 02/22/96 4,000 $1.125 02/22/96 11,000 $1.25 02/23/96 12,500 $1.125 (ii) On April 19, 1996 the Reporting Person purchased the Note. (iii) During the past 60 days, Wechsler & Co., Inc. made the following purchases and sales of shares of Common Stock in open market transactions: No. of Price Date Shares Bought Per share ---- ------------- --------- 02/21/96 1,000 $1.50 03/04/96 2,000 $1.75 03/05/96 8,600 $1.875 03/05/96 1,300 $1.8125 03/18/96 3,000 $1,625 03/22/96 2,000 $1.625 No. of Price Date Shares Sold Per share ---- ----------- --------- 02/29/96 11,800 $1.50 03/01/96 6,300 $1.75 03/01/96 4,000 $2.00 03/04/96 18,000 $2.00 03/12/96 200 $1.75 03/18/96 2,000 $1.75 Other than as set forth above in Items 5(c)(i), 5(c)(ii) and 5(c)(iii) the Reporting Person has not effected any transactions in the Common Stock in the last 60 days. (d) No person, other than the persons named above, has the right to receive or the power to direct receipt of dividends from, or the proceeds of, the sale of the shares of Common Stock. (e) It is inapplicable for the purposes herein to state the date on which the Reporting Person ceased to be the owner of more than 5% of the Common Stock. Page 4 of 5 Pages The filing of this statement shall not be deemed an admission by the Reporting Person that he owns the securities held by the Wechsler Trust or Sharon C. Wechsler. The Reporting Person expressly disclaims beneficial ownership of all securities held by the Wechsler Trust or Sharon C. Wechsler for any purpose. SIGNATURE After reasonable 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. DATE: April 26, 1996 /s/ Norman J. Wechsler ------------------------ Norman J. Wechsler Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----