FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Quarterly Report Under Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the Quarter Ended: July 1, 2000 Commission File No: 0-6933
CAMBEX CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-244-2959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
360 Second Avenue, Waltham, Massachusetts
(Address of principal executive offices)
02451
(Zip Code)
Registrant's telephone number, including area code: (781) 890-6000
Indicate by "X" whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of June 30, 2000
Common 9,731,635 shares
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
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CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JULY 1, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
JULY 1, DECEMBER 31,
2000 1999
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 571,461 $ 366,743
ACCOUNTS RECEIVABLE,
Less Reserves of $100,000
in 2000 and 1999 149,312 202,466
INVENTORIES 535,149 622,430
PREPAID EXPENSES 64,049 65,995
TOTAL CURRENT ASSETS $ 1,319,971 $ 1,257,634
PROPERTY AND EQUIPMENT, at cost:
MACHINERY AND EQUIPMENT $ 3,052,887 $ 3,052,887
FURNITURE AND FIXTURES 162,625 162,625
LEASEHOLD IMPROVEMENTS 602,092 602,092
$ 3,817,604 $ 3,817,604
LESS - ACCUMULATED DEPRECIATION
AND AMORTIZATION 3,680,342 3,639,196
NET PROPERTY AND EQUIPMENT $ 137,262 $ 178,408
OTHER ASSETS
OTHER $ 37,830 $ 37,830
TOTAL ASSETS $ 1,495,063 $ 1,473,872
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CONSOLIDATED BALANCE SHEETS
JULY 1, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
JULY 1, DECEMBER 31,
2000 1999
CURRENT LIABILITIES:
LOAN AGREEMENT $ 298,600 $ 601,029
NOTES PAYABLE 2,287,940 550,000
ACCOUNTS PAYABLE 454,925 463,675
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 286,250
OTHER LIABILITIES-SHORT TERM PORTION 1,213,250 967,558
ACCRUED EXPENSES 578,379 513,849
TOTAL CURRENT LIABILITIES $ 5,073,094 $ 3,382,361
LONG TERM DEBT $ 1,273,730 $ 1,273,730
OTHER LIABILITIES-LONG TERM PORTION 1,650,734 2,324,540
DEFERRED REVENUE 100,116 100,116
STOCKHOLDERS' INVESTMENT:
PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE
AUTHORIZED - 3,000,000 SHARES
ISSUED - NONE
COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
ISSUED - 11,269,615 shares in 2000,and
11,076,232 shares in 1999 $ 1,126,962 $ 1,107,623
CAPITAL IN EXCESS OF PAR VALUE 15,984,266 15,970,199
ACCUMULATED OTHER
COMPREHENSIVE INCOME 101,989 101,989
RETAINED EARNINGS (DEFICIT) (22,938,862) (21,931,920)
LESS - COST OF SHARES HELD IN TREASURY
1,537,980 in 2000 and
1,534,356 in 1999 (876,966) (854,766)
TOTAL STOCKHOLDERS' INVESTMENT $ (6,602,611) $ (5,606,875)
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 1,495,063 $ 1,473,872
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CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JULY 3, 1999 AND JULY 1, 2000
For The Quarter Ended For The Six Months Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
REVENUES $ 402,387 $ 612,776 $ 1,057,415 $ 2,002,924
COST OF SALES 196,182 244,456 557,676 869,373
Gross profit $ 206,205 $ 368,320 $ 499,739 $ 1,133,551
OPERATING EXPENSES:
Research and development $ 338,927 $ 323,732 $ 690,713 $ 635,460
Selling 315,947 187,444 517,697 369,814
General and administrative 100,350 151,927 223,598 300,709
Total operating expenses $ 755,224 $ 663,103 $ 1,432,008 $ 1,305,983
OPERATING INCOME (LOSS) $(549,019) $(294,783) $ (932,269) $ (172,432)
OTHER INCOME (EXPENSE):
Interest expense (89,000) (38,030) (177,079) (73,030)
Interest income - 82 - 405
Other income (expense) - - - 13,810
INCOME (LOSS) BEFORE
INCOME TAXES
AND EXTRAORDINARY ITEMS $ (638,019) $(332,731) $(1,109,348) $ (231,247)
Provision for income taxes - - - -
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS $ (638,019) $(332,731) $(1,109,348) $ (231,247)
Extraordinary Items - 499,538 102,406 499,538
NET INCOME (LOSS) $ (638,019) $ 166,807 $(1,006,942) $ 268,291
OTHER COMPREHENSIVE
INCOME, NET OF TAX:
Foreign Currency
translation Adjustments - - - -
OTHER COMPREHENSIVE INCOME$ - $ - $ - $ -
TOTAL COMPREHENSIVE
INCOME (LOSS) $ (638,019) $ 166,807 $(1,006,942) $ 268,291
TOTAL COMPREHENSIVE
INCOME (LOSS)
PER COMMON SHARE $ (0.07) $ 0.02 $ (0.10) $ 0.03
Weighted Average Common
Shares Outstanding 9,680,000 9,500,000 9,640,000 9,500,000
Weighted Average Common
and Common Equivalent
Shares Outstanding 10,390,000 9,500,000 10,390,000 9,500,000
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CAMBEX CORPORATION AND SUBSIDIARIES
(UNAUDITED)
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED JULY 1, 2000 AND JULY 3, 1999
For The Six Months Ended
July 1, 2000 July 3, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,006,942) $ 268,291
Adjustments to reconcile net income(loss) to net
cash provided by (used in) operating activities:
Depreciation $ 41,146 $ 65,784
Amortization of prepaid expenses 7,210 7,822
Common stock/warrants issued in lieu of cash 10,246 -
Change in assets and liabilities:
Decrease (increase) in accounts receivable 53,154 253,678
Decrease (increase) in inventory 87,281 (270,563)
Decrease (increase) in investment in sales-type leases - 25,820
Decrease (increase) in prepaid expenses (5,264) 10,694
Decrease in other assets - -
Increase (decrease) in accounts payable (8,750) 7,435
Increase (decrease) in obligations for trade-in memory (46,250) -
Increase (decrease) in accrued expenses 64,530 77,987
Increase (decrease) in deferred revenue - (29,000)
Increase (decrease) in other liabilities (428,114) (658,539)
Total adjustments $ (224,811) $(508,882)
Net cash provided by (used in) operating activities $(1,231,753) $(240,591)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $ - $ (3,395)
Net cash provided by(used in) investing activities $ - $ (3,395)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes payable $ 1,737,940 $ 100,000
Proceeds from sale of common stock and warrants 960 -
Net borrowings (repayments) under loan agreement (302,429) 133,780
Net cash provided by(used in) financing activities $ 1,436,471 $ 233,780
Effect of exchange rate changes on cash - -
Net increase (decrease) in cash and cash equivalents $ 204,718 $ (10,206)
Cash and cash equivalents at beginning of year 366,743 211,452
Cash and cash equivalents at end of period $ 571,461 $ 201,246
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 11,618 $ 10,000
Income Taxes - -
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CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Common Stock Capital in Accumulated Retained Cost of
$.10 Excess of Other Earnings Shares Held
Par Value Par Value Comprehensive (Deficit) in Treasury
Income
BALANCE AT JANUARY 1, 1999 $ 1,107,258 $ 15,966,625 $ 88,134 $ (22,028,044) $ (854,766)
ADD:
Net income $ - $ - $ - $ 268,291 $ -
Issuance of warrants - 600 - - -
BALANCE AT JULY 3, 1999 $ 1,107,258 $ 15,967,225 $ 88,134 $ (21,759,753) $ (854,766)
BALANCE AT JANUARY 1, 2000 $ 1,107,623 $ 15,970,199 $ 101,989 $ (21,931,920) $ (854,766)
ADD:
Net income (loss) $ - $ - $ - $ (1,006,942) $ -
Exercise of employee
stock options 800 160 - - -
Stock Purchase Plan Shares 8,539 1,707 - - -
Exercise of warrants 10,000 12,000 - - (12,200)
BALANCE AT JULY 1, 2000 $ 1,126,962 $ 15,984,266 $ 101,989 $ (22,938,862) $ (876,966)
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<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File No: 0-6933
Notes & Comments:
(1)Significant Accounting Policies
The accompanying consolidated financial statements include our accounts
and our wholly-owned subsidiaries. All material intercompany transactions
and balances have been eliminated in consolidation.
We have deferred revenue associated with the sale of certain products
which have future performance obligations, relating to reinstallation of IBM
memory and maintenance.
The condensed financial statements included herein have been prepared by
us, without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although we believe that the disclosures are adequate to make
the information presented not misleading. The information furnished includes
all adjustments and accruals consisting only of normal recurring accrual
adjustments which are, in our opinion, necessary for a fair presentation of
results for the interim period. It is suggested that these condensed
financial statements be read in conjunction with the financial statements and
the notes thereto included in our latest annual report on Form 10-K.
Inventories, which include raw materials, labor and manufacturing overhead
are stated at the lower of cost (first-in, first-out) or market and consist of
the following:
July 1, December 31,
2000 1999
Raw materials $ 336,241 $ 419,984
Work-in-process 27,966 78,572
Finished goods 170,942 123,874
$ 535,149 $ 622,430
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Notes & Comments (Continued):
(2) Income and Dividends Per Share
Per share amounts are based on the weighted average number of
shares outstanding during each year plus applicable common stock equivalents.
There were no material differences for per share amounts assuming full dilution
in either year.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The statements contained in "Management Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere throughout this
Report on Form 10-QSB that are not historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those reflected in the forward-looking
statements. These forward-looking statements reflect management's analysis,
judgment, belief or expectation only as of the date hereof. We undertake no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof or to publicly release the
results of any revisions to such forward-looking statements that may be made
to reflect events or circumstances after the date hereof. In addition to the
disclosure contained herein, readers should carefully review any disclosure of
risks and uncertainties contained in our registration statement filed on
Form SB-2, File Number 333-43294, and other documents we file or have filed
from time to time with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
We develop, manufacture and market leading-edge Fibre Channel
hardware and software solutions for building Storage Area Networks (SANs). We
offer high performance Fibre Channel host bus adapters and hubs,
high availability software, Full-Fibre RAID arrays and management software for
the deployment of heterogeneous SAN solutions, providing companies the
competitive advantage of constant data access, storage consolidation and
centralized management. We also supply memory for IBM enterprise
servers.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Comparison of the quarter ended July 1, 2000 and the quarter ended
July 3, 1999
Our revenues were $402,000 for the quarter ended July 1, 2000 and $613,000
for the quarter ended July 3, 1999. Revenues for the three months ended July 1,
2000 decreased 34% compared to revenues for the same three months in the
prior year due to decreased disk array product sales and related service
revenues, which was partially offset by growth in sales of our fibre channel
connectivity products. The decrease in revenues from sales of our disk array
products and related services was partly due to transitioning our line of
storage products from traditional SCSI-based disk arrays to full Fibre Channel
disk arrays. We also experience large fluctuations in quarter to quarter
revenues because our revenue base is small and revenue from a disk array sale
to a single customer is usually large, with a long sales cycle. Therefore,
a delay of any given disk array sale from one quarter to the next quarter can
have a significant impact on revenues from quarter to quarter.
Gross profit rate was 51% of sales for the three months ended July 1,
2000, compared to 60% of sales for the three months ended July 3, 1999. This
decrease in our gross profit rate was the result of the greater relative amount
of fixed manufacturing costs in relation to revenues in the second quarter of
this year as compared to the second quarter of fiscal 1999.
Operating expenses for the three months ended July 1, 2000 increased
by 14% in comparison to operating expenses for the comparable three months of
the prior year. In order to remain competitive, we continue to expend
significant amounts for research and development for new product development
and the enhancement of existing fibre channel connectivity products. Selling
expenses for the three months ended July 1, 2000 increased by 69% compared to
the amount of these expenses in the second quarter of fiscal 1999. We continued
to expend increased resources to build our sales and marketing organization and
reseller channels.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Interest expense increased by 234% for the three months ended July 1,
2000 compared to the three months ended July 3, 1999. This increase in
interest expense was primarily due to funds borrowed following the end of the
second quarter of 1999. We borrowed $110,000 in exchange for, among other
things, our issuance of 10% subordinated convertible promissory notes from
June 1, 1999 through August 18, 1999. We borrowed $550,000 in November
1999 in exchange for, among other things, our issuance of 12% promissory
notes due November 2000. We also borrowed $2,000,000 in January and
February 2000 through the issuance of bridge financing notes that bear interest
at the rate of 8% per annum.
Extraordinary income for the second quarter of fiscal 1999 consists of
payment of other liabilities at a discount from face value.
Total comprehensive net loss for the second quarter of fiscal 2000 was
$638,000, or $0.07 per share, as compared with total comprehensive income of
$167,000, or $0.02 per share, for the second quarter of fiscal 1999.
Inflation
We did not experience any material adverse effects in the second quarter
of 1999 or in the second quarter of 2000 due to general inflation.
Liquidity and Capital Resources
We have suffered substantial recurring losses from operations for the last
five consecutive years. Consequently, our ability to continue as a going
concern, is dependent upon several factors, including our ability to raise
additional capital.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Management has taken corrective actions to reduce expenses through
consolidation of the workforce and outsourcing certain operations. Management
has also been active in establishing new strategic alliances that it believes
will result in increases in revenues in the future through the sale of a greater
volume of products. We cannot give any assurances that the actions taken to
date will increase revenues or continue to reduce operating losses.
Requirements
Depending upon the market value of shares of our common stock, any
additional financing that we obtain through the sale of common stock under our
common stock purchase agreement, described below, or cash that we may
receive from the exercise of outstanding warrants may be used to repay and
prepay debt and for working capital purposes to fund our continuing operations
including research and development and sales and marketing expenses.
During the first quarter of 2000, we borrowed $2,000,000 in cash in
exchange for, among other things, our issuance of series 1 bridge financing
notes that mature in August and September 2000. We received net proceeds
equal to $1,737,900 as a result of this bridge financing. The series 1 bridge
financing notes bear interest at the rate of 8% per annum and are convertible
into shares of our common stock at a weighted average per share price of $4.08.
Depending upon the date on which these series 1 bridge financing notes are
paid in full or redeemed, we have to pay a premium ranging from 15% to 20% of
the original principal amount of the notes prior to maturity and a premium of
25% of the original principal amount of the notes after maturity. In addition
to these bridge notes and the attached repricing warrants, we issued warrants
to purchase 300,000 shares of common stock. These warrants have a weighted
average exercise prices of $4.54 per share.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Resources
Our cash and marketable securities were $571,000 and $367,000 at July
1, 2000 and December 31, 1999, respectively. Working capital was a deficit of
$3,753,000 and $2,125,000 at July 1, 2000, December 31, 1999 and at
December 31, 1998, respectively. The increase in working capital deficit was
primarily due to an increase in short term notes payable relative to the
series 1 bridge note financing described above. During 1999, we expended $9,000
for capital equipment to support our growth. During fiscal 2000, we expect to
acquire less than $100,000 of capital equipment.
We have a revolving credit facility under which we may borrow up to
$650,000. At July 1, 2000 we had a balance of $298,600 outstanding under this
revolving credit facility.
After the end of the second quarter of fiscal 2000, we signed a common
stock purchase agreement for the future issuance and purchase of shares of our
common stock. The transaction closed on July 20, 2000. The common stock
purchase agreement establishes what is often referred to as a structured equity
line or an equity drawdown facility. In general, the drawdown facility operates
as follows: the investor has committed to provide us up to $10 million as we
request it over an 18 month period, in return for common stock we issue to the
investor. Once every 22 trading days, we may request a draw of up to $1 million
of that money (except that our initial drawdown may be for up to $2 million),
subject to a maximum of 18 draws. The maximum amount we actually can drawdown
upon each request will be determined by the volume-weighted average daily price
of our common stock for the 22 trading days prior to our request and the average
trading volume for the 45 trading days prior to our request.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a party to litigation and claims arising in the normal
course of its business. Barring unforeseen circumstances, management does
not expect the results of these actions to have a material adverse effect on the
Company's business or financial condition.
Item 2. Change in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5 Other Information
None.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Reorganization Plan of Cambex Corporation dated March 17, 1998
(included as Exhibit 2.1 to the Company's Amendment to Quarterly Report
on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated
herein by reference).
2.2 Amended Disclosure Statement with respect to Reorganization Plan of
the Company dated March 17, 1998 (included as Exhibit 2.2 to the
Company's Amendment to Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
3.1 Restated Articles of Organization of Cambex Corporation (included as
Exhibit 3.1 to the Company's Form SB-2 dated August 8, 2000 and
incorporated by reference).
3.2 Restated By-laws of Cambex Corporation (included as Exhibit 3.2 to the
Company's Form SB-2 dated August 8, 2000 and incorporated herein by
reference).
4.1 Specimen Stock Certificate(included as Exhibit 4.1 to the Company's
Form SB-2 dated August 8, 2000 and incorporated herein by reference).
4.2 Registration Rights Agreement among the Company and the Purchasers
identified therein (the "Sovereign Purchasers") dated as of January 18,
2000 (included as Exhibit 4.1 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 6. Exhibit Index (continued)
4.3 Registration Rights Agreement between the Company and Thumberland
Limited dated as of July 14, 2000 (included as Exhibit 4.3 to the
Company's Form SB-2 dated August 8, 2000 and incorporated herein by
reference).
10.1 Employment Agreement between Joseph F. Kruy and the Company,
dated as of November 18, 1994 (included as Exhibit 10.1 to the
Company's Amendment to Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.2 Incentive Bonus Plan (included as Exhibit 10.2 to the Company's Form
SB-2 dated August 8, 2000 and incorporated herein by reference).
10.3 1987 Combination Stock Option Plan (included as Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal year ended August
31, 1987, and incorporated herein by reference).
10.4 2000 Equity Incentive Plan (included as Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999, and incorporated herein by reference).
10.5 Series 1 Bridge Note Purchase Agreement among the Company and the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.7 to the Company's Amendment to Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.6 Escrow Agreement among the Company, the Sovereign Purchasers and
Suntrust Bank, Atlanta dated as of January 6, 2000 (included as Exhibit
10.8 to the Company's Amendment to Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.7 Placement Agent Agreement between the Company and Sovereign
Capital Advisors, LLC ("Sovereign Advisors") dated as of January 18,
2000 (included as Exhibit 10.9 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.8 Guaranty Agreement among Joseph F. Kruy, the Company and the
Sovereign Purchasers dated as of January 18, 2000. (included as Exhibit
10.10 to the Company's Amendment to Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.9 Guaranty Agreement among CyberFin Corporation, the Company and the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.11 to the Company's Amendment to Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.10 Stock Pledge Agreement by Joseph F. Kruy in favor of the Sovereign
Purchasers dated as of January 18, 2000 (included as Exhibit 10.12 to
the Company's Amendment to the Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.11 Stock Pledge Agreement by CyberFin Corporation in favor of the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.13 to the Company's Amendment to the Quarterly Report on Form 10-
Q/A for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.12 Series 1 Bridge Financing Note in favor of SovCap Equity Partners, Ltd.
dated as of January 18, 2000 (included as Exhibit 10.14 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.13 Series 1 Bridge Financing Note in favor of Correllus International, Ltd.
dated as of January 18, 2000 (included as Exhibit 10.16 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.14 Common Stock Purchase Warrant in favor of SovCap Equity Partners,
Ltd. dated as of January 18, 2000 (included as Exhibit 10.18 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.15 Common Stock Purchase Warrant in favor of Correllus International, Ltd.
dated as of January 18, 2000 (included as Exhibit 10.19 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.16 Sovereign Warrant Agreement between the Company and Sovereign
Advisors dated as of January 18, 2000 (included as Exhibit 10.20 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.17 Warrant Certificate registered in the name of Sovereign Advisors dated
January 18, 2000 (included as Exhibit 10.21 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.18 Series 1 Bridge Financing Note in favor of Arab Commerce Bank Ltd.
dated as of February 9, 2000 (included as Exhibit 10.22 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.19 Common Stock Purchase Warrant in favor of Arab Commerce Bank Ltd.
dated as of February 9, 2000 (included as Exhibit 10.24 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.20 Series 1 Bridge Financing Note in favor of SovCap Equity Partners, Ltd.
dated as of February 9, 2000 (included as Exhibit 10.25 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.21 Common Stock Purchase Warrant in favor of SovCap Equity Partners,
Ltd. dated as of February 9, 2000 (included as Exhibit 10.27 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.22 Common Stock Purchase Agreement between the Company and
Thumberland Limited dated as of July 14, 2000 (included as Exhibit 10.22
to the Company's Form SB-2 dated August 8, 2000 and incorporated
herein by reference).
10.23 Escrow Agreement among the Company, Thumberland Limited and
Epstein, Becker & Green, P.C., dated as of July 14, 2000 (included as
Exhibit 10.23 to the Company's Form SB-2 dated August 8, 2000 and
incorporated herein by reference).
10.24 Stock Purchase Warrant in favor of Thumberland Limited dated as of July
14, 2000(included as Exhibit 10.24 to the Company's Form SB-2 dated
August 8, 2000 and incorporated herein by reference).
10.25 Stock Purchase Warrant in favor of Ladenburg Thalmann & Co. Inc. dated
as of July 14, 2000(included as Exhibit 10.25 to the Company's Form SB-
2 dated August 8, 2000 and incorporated herein by reference).
27.1 Financial Data Schedule.
99.1 Audit Committee Charter(included as Exhibit 99.1 to the Company's Form
SB-2 dated August 8, 2000 and incorporated herein by reference).
Item 6. (b) Reports on Form 8-K
None.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: July 1, 2000 Commission File: 0-6933
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.
CAMBEX CORPORATION
By: /s/ Joseph F. Kruy
Joseph F. Kruy
President
By: /s/ Peter J. Kruy
Peter J. Kruy
Chief Financial Officer
Dated: August 11, 2000
