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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Cambex Corporation
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
132008103
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(CUSIP Number)
Associated Capital, L.P. Margery K. Neale, Esq.
A Cap, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
Jay H. Zises 919 Third Avenue
Selig A. Zises New York, New York 10022
Nancy J. Frankel-Zises (212) 758-9500
477 Madison Avenue, 14th Floor
New York, NY 10022
(212) 872-9660
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 30, 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 less than five percent 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).
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SCHEDULE 13D
CUSIP No. 132008103 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SELIG A. ZISES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, OO
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
43,600
NUMBER OF 8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 43,600
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
This Amendment No. 3 amends and supplements the
Statement on Schedule 13D filed with the Securities and Exchange
Commission on June 28, 1995, as amended by Amendments No. 1 and 2
thereto (the "Statement") with respect to the common stock, $.10 par
value per share, of Cambex Corporation (the "Common Stock"). Only
those items of the Statement that are amended and supplemented hereby
are included herein. Unless otherwise defined herein, all capitalized
terms shall have the respective meanings ascribed to them in the
Statement.
Item 3. Source and Amount of Funds
Selig A. Zises purchased an aggregate of 77,100
shares of Common Stock at an aggregate cost of $524,238.00 using his
own funds. Lynn Zises purchased an aggregate of 84,000 shares of
Common Stock at an aggregate cost of $703,500.00 using her own funds.
All of the amounts reported herein are net of
commissions.
Item 4. Purpose of Transaction
The purchases of Common Stock reported herein were
done for investment purposes.
Except for the foregoing, no Reporting Person has
any present plans or proposals which relate to or would result in any
of the actions or events described in paragraphs (a) through (j) of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) Selig A. Zises is the beneficial and
record owner of an aggregate of 43,600 shares of Common Stock, or 0.5%
of the outstanding shares of Common Stock, in Mr. Zises' personal
account and Individual Retirement Account ("IRA"). In addition, as
described below, Mr. Zises also may be deemed to own beneficially
any shares of Common Stock held in the account of his daughter,
Lynn Zises. Currently, no Common Stock is held in the account of
Lynn Zises.
Selig A. Zises has sole power to vote or direct the
voting of, and sole power to dispose or direct the disposition of,
43,600 shares of Common Stock, consisting of all of the shares held in
Mr. Zises' personal and IRA accounts. Selig A. Zises has shared power
to vote or direct the voting of, and shared power to dispose or direct
the disposition of, any shares of Common Stock which may hereinafter
be held in Lynn Zises' account.
The number of shares beneficially owned by Mr. Zises
and the percentage of outstanding shares represented hereby have been
computed in accordance with Rule 13d-3
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under the Securities Exchange Act of 1934, as amended. The percentage
of ownership of Mr. Zises is based on 8,975,000 outstanding shares of
Common Stock of the Issuer based on the Issuer's Quarterly Report on
Form 10-Q for the quarter ended June 29, 1996.
(c) All transactions in the Common Stock effected by
Mr. and Ms. Zises during the past 60 days are set forth in Exhibit C
hereto and are incorporated herein by reference. All such transactions
were effected in the open market. There have been no transactions in
the Common Stock effected by the other Reporting Persons during the
past sixty days.
Item 7. Material to be Filed as Exhibits
Exhibit C. Transactions in Common Stock of the Issuer.
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.
/s/ Selig A. Zises
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SELIG A. ZISES
Dated: September 23, 1996
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Exhibit C
Transactions in Common Stock
of
CAMBEX CORPORATION
as of 8/30/96
<TABLE>
<CAPTION>
Trade Date # of shares Price Net $
---------- ----------- -------- -----------
<S> <C> <C> <C> <C>
Selig Zises 12/12/95 -84,000 $8.345 ($700,980.00)
12/22/95 27,100 $6.780 $183,738.00
12/22/95 50,000 $6.810 $340,500.00
4/9/96 -2,500 $5.920 ($14,800.00)
4/10/96 -2,500 $5.920 ($14,800.00)
4/11/96 -2,000 $5.500 ($11,000.00)
4/12/96 -2,000 $5.625 ($11,250.00)
4/15/96 -2,000 $5.625 ($11,250.00)
4/16/96 -2,000 $5.625 ($11,250.00)
4/17/96 -2,000 $5.625 ($11,250.00)
6/10/96 -20,000 $6.500 ($130,000.00)
8/13/96 -2,500 $4.375 ($10,937.50)
8/15/96 -2,500 $4.375 ($10,937.50)
8/20/96 -1,000 $3.750 ($3,750.00)
8/30/96 -2,500 $3.300 ($8,250.00)
Lynn Zises 12/21/95 -10,000 $6.875 ($68,750.00)
12/22/95 -2,400 $6.815 ($16,356.00)
12/22/95 -27,100 $6.720 ($182,112.00)
12/27/95 84,000 $8.375 $703,500.00
5/28/96 -15,000 $7.000 ($105,000.00)
7/12/96 -2,500 $5.045 ($12,612.50)
7/15/96 -7,500 $4.920 ($36,900.00)
</TABLE>
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<TABLE>
<CAPTION>
Trade Date # of shares Price Net $
---------- ----------- -------- -------------
<S> <C> <C> <C> <C>
7/18/96 -2,300 $4.670 ($10,741.00)
7/19/96 -2,500 $4.520 ($11,300.00)
7/22/96 -2,500 $4.545 ($11,362.50)
7/23/96 -2,500 $4.920 ($12,300.00)
7/23/96 -2,500 $4.795 ($11,987.50)
7/24/96 -2,500 $4.920 ($12,300.00)
7/25/96 -2,500 $4.545 ($11,362.50)
7/26/96 -2,500 $4.545 ($11,362.50)
7/29/96 -2,500 $4.170 ($10,425.00)
7/30/96 -2,500 $4.170 ($10,425.00)
7/31/96 -10,000 $4.045 ($40,450.00)
8/5/96 -1,000 $4.125 ($4,125.00)
8/5/96 -1,500 $4.000 ($6,000.00)
8/6/96 -2,500 $3.970 ($9,925.00)
8/6/96 -12,500 $4.045 ($50,562.50)
8/8/96 -4,000 $4.295 ($17,180.00)
8/12/96 -2,700 $4.295 ($11,596.50)
</TABLE>
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