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: September 30, 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 September 30, 2000
Common 9,731,635 shares
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
SEPTEMBER 30, DECEMBER 31,
2000 1999
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 155,791 $ 366,743
ACCOUNTS RECEIVABLE,
Less Reserves of $100,000
in 2000 and 1999 368,231 202,466
INVENTORIES 465,555 622,430
PREPAID EXPENSES 63,298 65,995
TOTAL CURRENT ASSETS $ 1,052,875 $ 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 3,700,913 3,639,196
NET PROPERTY AND EQUIPMENT $ 116,691 $ 178,408
OTHER ASSETS
OTHER $ 37,830 $ 37,830
TOTAL ASSETS $ 1,207,396 $ 1,473,872
<PAGE>
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
SEPTEMBER 30, DECEMBER 31,
2000 1999
CURRENT LIABILITIES:
LOAN AGREEMENT $ 618,087 $ 601,029
NOTES PAYABLE 2,287,940 550,000
ACCOUNTS PAYABLE 517,831 463,675
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 286,250
OTHER LIABILITIES-SHORT TERM PORTION 1,446,214 967,558
ACCRUED EXPENSES 600,906 513,849
TOTAL CURRENT LIABILITIES $ 5,710,978 $ 3,382,361
LONG TERM DEBT $ 1,273,730 $ 1,273,730
OTHER LIABILITIES-LONG TERM PORTION 1,341,709 2,324,540
DEFERRED REVENUE - 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) (23,455,272) (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 $ (7,119,021) $ (5,606,875)
TOTAL LIABILITIES AND STOCKHOLDERS'
INVESTMENT $ 1,207,396 $ 1,473,872
<PAGE>
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE NINE MONTHS ENDED OCTOBER 2, 1999 AND SEPTEMBER 30, 2000
For The Quarter Ended For The Nine Months Ended
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
(unaudited)
REVENUES $ 700,905 $ 867,492 $ 1,758,320 $2,870,416
COST OF SALES 330,458 314,282 888,134 1,183,655
Gross profit $ 370,447 $ 553,210 $ 870,186 $1,686,761
OPERATING EXPENSES:
Research and development $ 421,149 $ 201,556 $ 1,111,862 $ 837,016
Selling 250,196 216,238 767,893 586,052
General and administrative 116,512 132,315 340,110 433,024
Total operating expenses $ 787,857 $ 550,109 $ 2,219,865 $1,856,092
OPERATING INCOME (LOSS) $ (417,410) $ 3,101 $(1,349,679)$(169,331)
OTHER INCOME (EXPENSE):
Interest expense (99,000) (45,618) (276,079) (118,648)
Interest income - - - 405
Other income (expense) - - - 13,810
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS $ (516,410) $( 42,517)$(1,625,758)$(273,764)
Provision for income taxes - - - -
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS $ (516,410) $( 42,517)$(1,625,758)$(273,764)
Extraordinary Items - 255,411 102,406 754,949
NET INCOME (LOSS) $ (516,410) $ 212,894 $(1,523,352)$ 481,185
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Foreign Currency translation Adjustments - - - -
OTHER COMPREHENSIVE INCOME $ - $ - $ - $ -
TOTAL COMPREHENSIVE INCOME (LOSS) $ (516,410) $ 212,894 $(1,523,352)$ 481,185
TOTAL COMPREHENSIVE
INCOME (LOSS) PER COMMON SHARE $ (0.05) $ 0.02 $ (0.16)$ 0.05
Weighted Average Common Shares
Outstanding 9,730,000 9,540,000 9,660,000 9,540,000
Weighted Average Common and Common
Equivalent Shares Outstanding 10,390,000 9,540,000 10,390,000 9,540,000
<PAGE>
CAMBEX CORPORATION AND SUBSIDIARIES
(UNAUDITED)
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND OCTOBER 2, 1999
For The Nine Months Ended
September 30, 2000 October 2, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,523,352)$ 481,185
Adjustments to reconcile net income(loss) to net
cash provided by (used in) operating activities:
Depreciation $ 61,717 $ 98,676
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 (165,765) 255,276
Decrease (increase) in inventory 156,875 (335,379)
Decrease (increase) in investment in sales-type leases - 25,820
Decrease (increase) in prepaid expenses (4,513) 11,636
Decrease in other assets - -
Increase (decrease) in accounts payable 54,156 (34,262)
Increase (decrease) in obligations for trade-in memory(46,250) -
Increase (decrease) in accrued expenses 87,057 135,642
Increase (decrease) in deferred revenue (100,116) (154,000)
Increase (decrease) in other liabilities (504,175) (960,646)
Total adjustments $ (443,558)$ (949,415)
Net cash provided by(used in) operating activities$ (1,966,910)$ (468,230)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $ - $ (8,688)
Net cash provided by(used in) investing activities$ - $ (8,688)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes payable $ 1,737,940 $ 210,000
Proceeds from sale of common stock and warrants 960 270
Net borrowings (repayments) under loan agreement 17,058 159,272
Net cash provided by (used in) financing activities $ 1,755,958 $ 369,542
Effect of exchange rate changes on cash - -
Net increase (decrease) in cash and cash equivalents $ (210,952) $ (107,376)
Cash and cash equivalents at beginning of year 366,743 211,452
Cash and cash equivalents at end of period $ 155,791 $ 104,076
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 11,618 $ 10,648
Income Taxes - -
<PAGE>
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Common Stock Capital in Accumulated Retained Cost of
$.10 Excess of Other Comprehensive Earnings Shares Held
Par Value Par Value Income (Deficit) in Treasury
BALANCE AT
JANUARY 1, 1999 $ 1,107,258 $15,966,625 $ 88,134 $(22,028,044)$ (854,766)
ADD:
Net income $ - $ - $ - $ 481,185 $ -
Exercise of
employee stock options 225 45 - - -
Issuance of warrants - 1000 - - -
BALANCE AT
OCTOBER 2, 1999 $ 1,107,483 $15,967,670 $ 88,134 $(21,546,859)$ (854,766)
BALANCE AT
JANUARY 1, 2000 $ 1,107,623 $15,970,199 $101,989 $(21,931,920)$ (854,766)
ADD:
Net income(loss) $ - $ - $ - $ (1,523,352)$ -
Exercise of
employee stock options 800 160 - - -
Stock Purchase Plan
Shares 8,539 1,707 - - -
Exercise of warrants 10,000 12,200 - - (22,200)
BALANCE AT
SEPTEMBER 30, 2000 $ 1,126,962$15,984,266 $101,989 $(23,455,272)$(876,966)
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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.
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:
September 30, December 31,
2000 1999
Raw materials $ 245,016 $ 419,984
Work-in-process 79,088 78,572
Finished goods 141,451 123,874
$ 465,555 $ 622,430
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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: September 30, 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 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: September 30, 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 September 30, 2000 and the quarter ended
October 2, 1999
Our revenues were $701,000 for the quarter ended September 30, 2000 and
$867,000 for the quarter ended October 2, 1999. Revenues for the three months
ended September 30, 2000 decreased 19% 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 53% of sales for the three months ended September
30, 2000, compared to 64% of sales for the three months ended October 2,
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
third quarter of this year as compared to the third quarter of fiscal 1999.
Operating expenses for the three months ended September 30, 2000
increased by 43% in comparison to operating expenses for the comparable three
months of the prior year. Research and development expenses for the three
months ended September 30, 2000 increased by 109% compared to the amount
of these expenses in the third quarter of fiscal 1999. In order to remain
competitive, we continue to expend significant amounts for research and
development for new products and the enhancement of products. Selling
expenses for the three months ended September 30, 2000 increased by 16%
compared to the amount of these expenses in the third 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: September 30, 2000 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Interest expense increased by 117% for the three months ended
September 30, 2000 compared to the three months ended October 2, 1999.
This increase in interest expense was primarily due to funds borrowed following
the end of the third quarter of 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 accrued interest at the
rate of 8% per annum until maturity in August and September. These notes
currently accrue interest at the rate of 12% per annum.
Extraordinary income items for the third quarter of fiscal 1999 were
recorded as a result of some of our creditors agreeing to accept partial cash
payments in full satisfaction of liabilities owed to these creditors.
Total comprehensive net loss for the third quarter of fiscal 2000 was
$516,000, or $0.05 per share, as compared with total comprehensive income of
$213,000, or $0.02 per share, for the third quarter of fiscal 1999.
Inflation
We did not experience any material adverse effects in the third quarter of
1999 or in the third 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: September 30, 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
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 matured in August and September 2000. We received net proceeds
equal to $1,737,900 as a result of this bridge financing. Before the maturity
dates, the series 1 bridge financing notes accrued interest at the rate of 8%
per annum. Currently, since the maturity dates, interest is accruing at a rate
of 12% per annum.These series 1 bridge notes are convertible into shares of our
common stock at a weighted average per share price of $4.08. We have to pay
a premium of 25% of the original principal amount of the notes. 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.We filed a registration statement on
Form SB-2 with the Securities and Exchange Commission on August 8, 2000 for
the shares underlying this financing. This registration statement was declared
effective on November 7, 2000 after the end of the third quarter of fiscal 2000.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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 $156,000 and $367,000 at
September 30, 2000 and December 31, 1999, respectively. Working capital was
a deficit of $4,658,000 and $2,125,000 at September 30, 2000 and December
31, 1999, 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
$1,000,000. At September 30, 2000 we had a balance of $618,000 outstanding
under this revolving credit facility.
During the third quarter of fiscal 2000, we signed a common stock
purchase agreement with a private investor for the future issuance and purchase
of shares of our common stock. The common stock purchase agreement was
amended after the end of the third quarter of fiscal 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, subject to registering in advance the shares of common stock issuable
under the purchase agreement under the Securities Act of 1933. 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: September 30, 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: September 30, 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 registration statement on Form SB-2 (Reg.
No. 333-43294) dated August 8, 2000 and incorporated herein by
reference).
3.2 Restated By-laws of Cambex Corporation (included as Exhibit 3.2 to the
Company's registration statement on Form SB-2 (Reg. No. 333-43294)
dated August 8, 2000 and incorporated herein by reference).
4.1 Specimen Stock Certificate(included as Exhibit 4.1 to the Company's
registration statement on Form SB-2(Reg. No. 333-43294) 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: September 30, 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 registration statement on Form SB-2 (Reg. No. 333-43294)
dated August 8, 2000 and incorporated herein by reference).
4.4 Amendment to Registration Rights Agreement between the Company
and Thumberland Limited dated as of November 8, 2000.
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
registration statement on Form SB-2 (Reg. No. 333-43294) 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).
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2000 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2000 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2000 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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 registration statement on Form SB-2 (Reg. No. 333-
43294) dated August 8, 2000 and incorporated herein by reference).
10.23 Amendment to Common Stock Purchase Agreement between the
Company and Thumberland Limited dated as of November 8, 2000.
10.24 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 registration statement on Form SB-2
(Reg. No. 333-43294) dated August 8, 2000 and incorporated herein by
reference).
10.25 Stock Purchase Warrant in favor of Thumberland Limited dated as of July
14, 2000(included as Exhibit 10.24 to the Company's registration
statement on Form SB-2 (Reg. No. 333-43294) dated August 8, 2000 and
incorporated herein by reference).
10.26 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
registration statement on Form SB-2 (Reg. No. 333-43294) dated August
8, 2000 and incorporated herein by reference).
27.1 Financial Data Schedule.
Item 6. (b) Reports on Form 8-K
None.
<PAGE>
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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: November 13, 2000
