CAMBEX CORPORATION
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD JANUARY 25, 1996
The Annual Meeting of Stockholders of CAMBEX CORPORATION (the "Company")
will be held in the Auditorium of The Bank of Boston, Main Floor, 100
Federal Street, Boston, Massachusetts, on Thursday, January 25, 1996, at
9:30 A.M. for the following purposes:
1.To fix the numbers of directors for the ensuing year and to elect
the Class III Director.
2.To approve an increase in the maximum number of shares of Common
Stock of the Company authorized for issuance under the Employee
Stock Purchase Plan.
3.To consider and act upon any other matters which may properly come
before the meeting.
Shareholders of record at the close of business on December 1, 1995 are
entitled to notice of and to vote at the meeting.
By order of the Board of Directors
John E. Beard, Clerk
Waltham, Massachusetts
December 21, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE EXECUTE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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CAMBEX CORPORATION
360 Second Avenue
Waltham, Massachusetts 02154
PROXY STATEMENT
This Proxy Statement and the accompanying Proxy are furnished in connection
with the solicitation by the Board of Directors of CAMBEX CORPORATION (the
"Company") of proxies for use at the Annual Meeting of Stockholders to be
held on Thursday, January 25, 1996. Shares represented by duly executed
proxies will be voted, or abstained from voting, as specified thereon.
Proxies may be revoked at any time before they are exercised by written
notice to the Company or by a duly executed subsequently dated proxy. This
proxy statement was first mailed to stockholders on or about the date shown
on the notice of meeting.
Holders of record of the Company's Common Stock, $.10 par value (the
"Common Stock") as of the close of business on December 1, 1995 are entitled
to notice of and to vote at the meeting. There were 8,915,931 shares
outstanding on that date, each entitled to one vote.
The Company will reimburse brokerage firms and others for their expenses in
forwarding proxy material to beneficial owners. Officers and employees of
the Company may also solicit proxies by mail, telephone, telegraph or
personal interview but no additional compensation will be paid them and the
cost of such additional solicitation will be nominal.
PROPOSAL 1
ELECTION OF DIRECTOR
Under Massachusetts law, the Board of Directors of the Company is
classified into three classes, as nearly equal in number as possible, with
the term of office of one class expiring each year. The enclosed proxy will
be voted to elect the person named below, unless otherwise instructed, as
Class III director for a term of three years expiring at the 1999 Annual
Meeting of Stockholders and until his successor is elected and qualified.
If the nominee should become unavailable, proxies will be voted for a
substitute nominee designated by management, unless instructions are given
to the contrary, or to fix the number of directors at a lesser number. The
current Board has no reason to expect that the nominee will be unavailable.
The director will be elected by a majority of the votes represented at the
meeting. The nominee as Class III director, and the incumbent Class I and
Class II directors, are as follows:
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NAME AND BUSINESS ADDRESS
Nominee as Class III Director
Term Expires 1999:
Philip C. Hankins
Charter Information Corporation
3011 North Lamar Blvd.
Austin, TX 78705
Age: 64
POSITIONS AND OFFICES WITH THE COMPANY; BUSINESS EXPERIENCE DURING LAST
FIVE YEARS:
Director since 1979. President, Charter Information Corporation
(Information Processing).
(#) OF SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF DECEMBER 1, 1995
106,358
PERCENT OF CLASS
1.18%
CLASS I DIRECTORS
TERM EXPIRES 1997:
Joseph F. Kruy
360 Second Ave.
Waltham, MA 02154
Age: 64
POSITIONS AND OFFICES WITH THE COMPANY; BUSINESS EXPERIENCE DURING LAST
FIVE YEARS:
Director since 1968. Chairman of the Board of Directors,
President and CEO.
(#) OF SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF DECEMBER 1, 1995
1,404,940 (1)
PERCENT OF CLASS
15.57%
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CLASS I DIRECTORS
TERM EXPIRES 1997:
C.V. Ramamoorthy
University of California
Computer Science Division
Berkeley, CA 94720
Age: 69
POSITIONS AND OFFICES WITH THE COMPANY; BUSINESS EXPERIENCE DURING LAST
FIVE YEARS:
Director since 1968. Professor of Electrical Engineering and
Computer Sciences, University of California at Berkeley.
(#) OF SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF DECEMBER 1, 1995
99,156
PERCENT OF CLASS
1.10%
CLASS II DIRECTOR
TERM EXPIRES 1998:
Robert J. Spain
CFC, Inc.
179 Bear Hill Road
Waltham, MA 02154
Age: 58
POSITIONS AND OFFICES WITH THE COMPANY; BUSINESS EXPERIENCE DURING LAST
FIVE YEARS:
Director since 1994. President, CFC, Inc.
(Electronic Component Manufacturing)
(#) OF SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF DECEMBER 1, 1995
0
PERCENT OF CLASS
0%
All directors and officers as a group (13 persons)
(#) OF SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF DECEMBER 1, 1995
1,673,801(2)
PERCENT OF CLASS
18.55%
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(1) Includes 56,250 shares owned by Mr. Kruy as co-trustee of a trust
for his wife and children. Excludes 960,164 shares held by CyberFin
Corporation, which is owned by Mr. Kruy's son. Mr. Kruy disclaims
any beneficial interest in such shares. Also, includes 65,788
shares as to which options are exercisable currently or within 60
days.
(2) Includes 105,288 shares as to which options are exercisable
currently or within 60 days. Directors and officers have shared
voting and investment power with respect to 63,196 shares and sole
voting and investment power with respect to 1,610,605 shares.
The Board of Directors, which held four meetings during fiscal 1995, has no
standing nominating or compensation committee. Mr. Hankins and Dr.
Ramamoorthy are members of the Audit Committee. The Audit Committee held
one meeting during the fiscal year. The duties of the Audit Committee are
generally to review the audit, the services provided by the independent
public accountants, the Company's accounting practices and the Company's
accounting and financial personnel. All directors attended at least 75% of
the meetings of the Board and committees of which they are members.
Directors who are not employed by the Company receive an annual fee of
$5,000 and a fee of $600 for each meeting of the Board attended. During
fiscal 1995, Dr. Ramamoorthy provided consulting services in the area of
information storage management for which he was paid $14,000.
PROPOSAL 2
APPROVAL OF INCREASE IN SHARES AUTHORIZED
FOR ISSUANCE UNDER THE CAMBEX CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The Company sponsors a stock purchase plan as part of its overall
compensation program for employees. As of December 1, 1995, absent any
increase in the number of authorized shares, 62,650 shares of Common Stock
are available for purchase under the Stock Purchase Plan.
In October, 1995, the Board of Directors determined that it would be
desirable to increase the number of shares of Common Stock which may be
purchased under the Stock Purchase Plan. Accordingly, subject to
shareholder approval, the Board amended the Stock Purchase Plan to increase
the total number of shares of Common Stock which may be purchased thereunder
by 200,000 to a total of 400,000.
DESCRIPTION OF THE STOCK PURCHASE PLAN
The Stock Purchase Plan was established to encourage eligible employees of
the Company and its subsidiaries to acquire an equity interest in the
Company through purchase of Common Stock. It is intended that the Stock
Purchase Plan constitutes an "employee stock purchase plan" under the
provisions of Section 423 of the Internal Revenue Code.
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The Stock Purchase Plan is administered by a Committee consisting of no
fewer than three persons appointed by the Board of Directors, all of the
members of which Committee must be "disinterested persons" as that term is
defined under rules promulgated by the Securities and Exchange Commission.
All members of the Committee serve at the pleasure of the Board.
Alternatively, the Board may serve as the Committee so long as a majority of
the members of the Board are "disinterested persons". The Committee
supervises the administration and enforcement of the Stock Purchase Plan and
has the power to employ and compensate agents of the Committee for the
purpose of administering the accounts of participating employees, construe
or interpret the Stock Purchase Plan, determine all questions of eligibility
and compute the amount and determine the manner and time of payment of all
benefits according to the Stock Purchase Plan.
The Stock Purchase Plan is for full-time and permanent part-time employees
of the Company and its subsidiaries (generally employees working more than
20 hours a week and more than five months a year). Employees who would,
immediately after a Grant Date (as defined below), own more than 5% of the
total combined voting power or value of all outstanding shares of all
classes of the Company or any subsidiary are not eligible. The Committee
may exclude from participation in the Stock Purchase Plan the employees of
any subsidiary corporation within ninety days after such corporation becomes
a subsidiary.
Each employee may enroll in the Stock Purchase Plan as of the first day of
January or July after the employee first becomes eligible to participate in
the Stock Purchase Plan or on such other specific dates established by the
Committee (each of which shall be called an "Enrollment Date").
Participation in the Stock Purchase Plan is voluntary.
Payment for shares is to be made in installments through payroll deductions
over the Stock Purchase Plan's designated Purchase Period (the "Purchase
Period"). The Purchase Periods are January 1 through June 30 and July 1
through December 31 of each calendar year. The last trading day of each
Purchase Period is the "Purchase Date" for that period.
As of any Purchase Date, funds then credited to each participant's account
will be applied to the purchase of whole shares of Common Stock. No interest
will be paid on amounts held in a participant's account. The cost to the
participant for the shares purchased shall be 85% of the lower of the fair
market value of Common Stock on the first trading day of the respective
Purchase Period (The "Grant Date"), or the fair market value of Common Stock
on the Purchase Date.
Fair market value shall mean the closing price in the over-the-counter
market with respect to such Common Stock, as reported by the National
Association of Securities Dealers, Inc., Automated Quotations System or such
other similar system then in use; or, if on any such date such Common Stock
is not quoted by any such organization, the closing price with
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respect to such Common Stock, as furnished by a professional market marker
making a market in such Common Stock selected by the Board of Directors and
if not available, the fair market value of such Common Stock as of such day
as determined in good faith by the Board of Directors.
For all purchases to occur during the relevant Purchase Period, each
participant may elect to make contributions on a payroll withholding basis
from earnings (excluding long-term disability or workers compensation
payments and similar amounts during such pay period) in an amount not less
than two percent and not more than ten percent (or such other percentages
and the Committee may establish before an Enrollment Date) of the
participant's base salary for the Purchase Period. A participant may elect
to increase or decrease the rate of contribution within the limitations
imposed by the Stock Purchase Plan effective as of the first day of any
Purchase Period by giving thirty days' prior written notice to the Company.
Any participant may withdraw from the Stock Purchase Plan by notifying the
Human Resources Department of the Company at any time prior to the Purchase
Date and withdrawing the entire amount contributed during the Purchase
Period. Participation in the Stock Purchase Plan terminates immediately
when a participant ceases to be employed by the Company or a subsidiary for
any reason whatsoever (including death or unpaid disability) or otherwise
becomes ineligible.
A participant has no rights as a stockholder with respect to shares which
he or she has elected to purchase until payment for the shares has been
received at the close of business on the last business day of the Purchase
Period. A participating employee may not assign any rights under the Stock
Purchase Plan and a violation of this provision terminates his or her right
to purchase any shares under the Stock Purchase Plan. As promptly as
practicable after each Purchase Date, the Company will deliver to the
participant a certificate representing the Common Stock purchased upon the
exercise of such participant's option.
The shares of Common Stock subject to issuance are authorized but unissued
shares or previously issued shares reacquired and held by the Company. In
the event of any reorganization, recapitalization, stock split, reverse
stock split, stock dividend, combination of shares, merger, consolidation,
offering of rights or other similar change in the capital structure of the
Company, the Committee may make such adjustments, if any, as it deems
appropriate in the number, kind and purchase price of the shares available
for purchase under the Stock Purchase Plan and in the maximum number of
shares which may be issued under the Stock Purchase Plan, subject to the
approval of the Board of Directors.
The Board may amend or terminate the Stock Purchase Plan at any time. No
amendment shall be effective unless within one year after it is adopted by
the Board it is approved by the holders of a majority of the voting power of
the Company's outstanding shares, if such amendment would increase the
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number of shares reserved for purchase under the Stock Purchase Plan or
change the designation of corporations whose employees are eligible to
receive shares under the Stock Purchase Plan, materially increase the
benefits to participants, materially modify the requirements for
participation, or cause the rights granted under the Stock Purchase Plan to
purchase shares of Common Stock to fail to meet the requirements of Section
423 of the code.
In the event the Stock Purchase Plan is terminated, the Committee may elect
to terminate all outstanding rights to purchase shares under the Stock
Purchase Plan either immediately or upon completion of the purchase of
shares on the next Purchase Date, unless the Committee has designated that
the right to make all such purchases shall expire on some other designated
date occurring prior to the next Purchase Date. If the rights to purchase
shares under the Stock Purchase Plan are terminated prior to expiration, all
funds contributed to the Stock Purchase Plan that have not been used to
purchase shares shall be returned to the participants.
RECOMMENDATION
It is the intention of the persons named as proxies to vote the shares to
which the proxy relates to increase the number of shares authorized for
issuance under the Stock Purchase Plan, unless instructed to the contrary.
Additional shares will not be authorized for issuance under the Stock
Purchase Plan unless approved by the affirmative vote of the holders of at
least a majority of the shares of outstanding Common Stock.
The Board Of Directors Recommends a Vote FOR Proposal 2.
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EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the other executive officers of the
Company (determined as of the end of the last fiscal year) for the fiscal
years ended August 31, 1995, 1994 and 1993.
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
Commissions
and
Incentive All Other
Salary Bonuses Options Compensation
Name and Position Year ($) ($) (#) (2) ($)
Joseph F. Kruy 1995 $195,385 $ 8,962 -- $2,250
Chairman, 1994 $180,000 $46,810 -- $4,943
President and CEO 1993 $180,000 $91,841 -- $4,497
Robert W. Norton(1)1995 $ 1,731 - -- -
Executive 1994 - - -- -
Vice President 1993 - - -- -
Sheldon M. Schenkler
Vice President of 1995 $110,000 $ 1,680 -- $1,832
Finance and 1994 $106,731 $ 8,777 5,000 $3,828
Chief Financial 1993 $100,000 $17,220 15,000 $3,914
Officer
(1) Robert Norton joined the Company in August, 1995.
(2) Company contribution in Company Common Stock on officer's behalf to the
Company's 401(k) Plan.
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STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's 1987 Combination Stock Option Plan to the
executive officers named in the Summary Compensation Table.
Option Grants in Last Fiscal Year
Individual Grants
% of Total
Options Options Granted Exercise
Granted to Employees Price Expiration
Name (#) in Fiscal Year ($/Share) Date
Joseph F. Kruy ---- ---- ---- ----
Robert W. Norton ---- ---- ---- ----
Sheldon M. Schenkler ---- ---- ---- ----
Potential Realizable Value at Assumed Annual Rates of Stock Price
Appreciation for Option Term (1)
0% ($) 5% ($) 10% ($)
Joseph F. Kruy --- --- ---
Robert W. Norton --- --- ---
Sheldon M. Schenkler --- --- ---
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These
gains are based on assumed rates of stock price appreciation of 5% and
10% compounded annually from the date the options were granted to
their expiration date. This table does not take into account any
appreciation in the price of the Common Stock to date. Actual gains,
if any, on stock option exercises will depend on the future
performance of the Common Stock and the date on which the options are
exercised. The Company does not necessarily agree that this procedure
fairly values the options involved.
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Aggregate Option Exercises in Last Fiscal Year and
Fiscal Year End Option Value
Value of
Unexercised
In-the-Money
Number of Options at
Options at August 31,
Shares August 31, 1995 (1)
Acquired Value 1995 Exercisable/
on Exercise Realized Exercisable/ Unexercisable
Name (#) ($) Unexercisable ($)
Joseph F. Kruy --- --- 65,788/0 $755,904/0
Robert W. Norton --- --- 0/0 0/0
Sheldon M. Schenkler --- --- 17,100/ $124,646/
13,000 $33,920
(1) The closing price of the Company's Common Stock on August 31, 1995 on
the Nasdaq National Market was $11.88. The numbers shown reflect the
value of options accumulated over all years of employment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is presently comprised of the Board of Directors.
Mr. Kruy, the Company Chairman of the Board of Directors, President and CEO,
participates as a member of the Board in compensation decisions, excluding
decisions regarding his own compensation.
EMPLOYMENT CONTRACTS AND TERMINATION AGREEMENTS
Mr. Kruy is employed under an agreement which provides for his full-time
employment as Chairman of the Board of Directors, President and Chief
Executive Officer of the Company until December 31, 1998. Pursuant to an
employment agreement dated November 18, 1994, the Company has agreed to pay
Mr. Kruy minimum base compensation of $200,000 per year and an incentive bonus
pursuant to the Company's Incentive Bonus Plan in an amount equal to 4% of the
Company's pre-tax profit, as defined, beginning in fiscal year 1995 for each
fiscal year during the term of the agreement. If another person is given
either the title or the powers of Chief Executive Officer, Mr. Kruy will be
entitled to resign and continue to be paid his fixed and incentive
compensation, subject to mitigation, through December 31, 1998.
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REPORT ON EXECUTIVE COMPENSATION
The Company has designed its compensation program to compensate employees,
including its executives, in a consistent manner to promote a cooperative
effort toward common goals of quality performance. Compensation is set at
levels which the Company believes will attract, motivate and retain employees
who can achieve these goals.
Compensation for the Company's executive officers consists of base salary,
bonus and stock options. Base salaries and stock options are approved by the
Compensation Committee presently comprised of the Board of Directors based
upon a review of the responsibilities of the officer as well as a review of
the base salaries and stock options of similar positions in other high
technology companies of comparable revenues.
The Company believes that a substantial portion of an employee's compensation
should be based on the performance of the Company. Therefore, the Company has
an Incentive Bonus Plan which provides for annual cash bonuses to certain key
employees of the Company based on the Company's operating results for the year
up to an aggregate maximum of 15% of the Company's pre-tax income. As of
December 1, 1995, approximately 15 employees were eligible to participate in
this plan. Of the executive officers, Messrs. Kruy and Schenkler were
participants in the plan in fiscal 1995. The amount of each individual bonus
is determined at the discretion of the Board of Directors.
The Company has also adopted the Cambex Corporation Employee Stock Purchase
Plan which is an equity purchase plan designed to attract and retain employees
who can make significant contributions to the success of the Company.
BOARD OF DIRECTORS
Joseph F. Kruy
Philip C. Hankins
C. V. Ramamoorthy
Robert J. Spain
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PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG CAMBEX CORPORATION, THE S & P 500 INDEX
AND THE NASDAQ COMPUTER INDEX
Cumulative Total Return
8/90 8/91 8/92 8/93 8/94 8/95
Cambex Corp CBEX 100 315 338 124 143 356
S & P 500 I500 100 127 137 158 166 202
Nasdaq Computer INAC 100 140 138 159 166 290
* $100 invested on 8/31/90 in stock or index.
Including reinvestment of dividends.
Fiscal year ending August 31 based on the closing price of the company's
common stock on the Nasdaq National Market. The stock price performance
shown on the graph is not necessarily indicative of future performance.
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PRINCIPAL STOCKHOLDERS
Based on filings made with the Securities and Exchange Commission, the Company
is not aware of any person who owns beneficially more than 5% of the outstand-
ing Common Stock of the Company other than the following:
Amount and Nature
of Beneficial Owner-
ship as of December 1,
Name and Address 1995 (# Shares of Percent
of Beneficial Owner Common Stock) of Class
Joseph F. Kruy 1,404,940 15.57%
360 Second Avenue
Waltham, MA 02154
CyberFin Corporation 960,164 10.64%
3 Crown Point Road
Sudbury, MA 01776
Associated Capital, L.P. 801,000 8.98%
c/o Margery K. Neale, Esq.
Shereff, Friedman, Hoffman &
Goodman, LLP
919 Third Avenue
New York, NY 10022
BKP Partners, L.P. 805,200 9.03%
One Sansome Street
Suite 3900
San Francisco, CA 94104
INDEPENDENT PUBLIC ACCOUNTANTS
Since 1970, Arthur Andersen LLP, independent public accountants, have reported
on the Company's annual financial statements, and management expects that such
firm will act as the Company's independent public accountants for the current
fiscal year. Representatives of Arthur Andersen LLP are expected to be present
at the meeting of stockholders to make a statement if they wish to do so and to
respond to appropriate stockholder questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for consideration at the next Annual
Meeting of Stockholders must be received by the Company no later than
August 5, 1996 to be considered for inclusion in the Company's proxy materials
relating to that meeting.
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OTHER BUSINESS
The Management has no reason to believe that any other business will be
presented at the Annual Meeting, but if any other business shall be presented,
votes pursuant to the proxy will be cast thereon in accordance with the
discretion of the persons named in the accompanying proxy.
FORM 10-K
A copy of Cambex Corporation's annual report on Form 10-K filed with the
Securities Exchange Commission is incorporated herein by reference and is
available without charge by writing to Shareholder Relations, Cambex
Corporation, 360 Second Avenue, Waltham, MA 02154.
CAMBEX CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 25, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph F. Kruy and Philip C. Hankins proxies,
with the power of substitution to each, and hereby authorizes them to
represent and to vote, as designated on the reverse side of this proxy card,
at the Annual Meeting of Stockholders of Cambex Corporation (the "Company") on
January 25, 1996 at 9:30 A.M. Boston time, and at any adjournments thereof,
all of the shares of the Company which the undersigned would be entitled to
vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR FIXING THE
NUMBER OF AND ELECTING DIRECTORS AS SET FORTH IN PROPOSAL 1
AND FOR PROPOSAL 2. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come before the meeting.
Please mark your votes as in this example -- X
The Board of Directors recommends a vote FOR the following:
1. Election of Director FOR WITHHOLD AUTHORITY
Nominee: Philip C. Hankins
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2. Approving an increase in the number of shares authorized for issuance
under the Employee Stock Purchase Plan.
FOR AGAINST ABSTAIN
********** **********
********** **********
Signature Date
Signature if jointly owned Date
Note: Please sign here personally. If the stock is registered in more than
one name, each joint owner or each fiduciary should sign personally. Only
authorized officers should sign for corporation.
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