<PAGE>
THIS SCHEDULE 13D AMENDMENT WAS PREVIOUSLY FILED IN PAPER FORMAT
AND IS NOW BEING FILED (WITHOUT EXHIBITS) PURSUANT TO RULE
101(a)(2)(ii) OF REGULATION S-T AND RULE 13d-2(c) UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
ELXSI Corporation
- ---------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ---------------------------------------------------------------
(Title of Class of Securities)
268613-205
- ---------------------------------------------------------------
(CUSIP Number)
Alexander M. Milley
4209 Vineland Road, Suite J-1, Orlando, Florida 32811
(407) 849-1090
- ---------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 13, 1995
- ---------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 268613-205 Page 2 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander M. Milley
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
N/A
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 920,432**
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 920,432**
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,432**
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
** Includes: (i) shares held by other persons joining in this
filing; and (ii) shares that Mr. Milley and other persons
joining in this filing have the right to acquire.
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 268613-205 Page 3 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milley Management Incorporated
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
AF
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 342,932**
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 342,932**
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,932**
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
** Includes: (i) shares held by another person joining in this
filing; and (ii) shares that Milley Management Incorporated
has the right to acquire.
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 268613-205 Page 4 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELX Limited Partnership
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
N/A
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 480,000**
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 480,000**
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,000**
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
** Includes shares that ELX Limited Partnership has the right to
acquire.
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 268613-205 Page 5 of 19 Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cadmus Corporation
_________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC USE ONLY
_________________________________________________________________
4) SOURCE OF FUNDS
AF
_________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
_________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 169,147
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 169,147
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,147
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
PAGE
<PAGE>
Alexander M. Milley ("AMM"), Milley Management Incorporated,
a Delaware corporation ("MMI"), ELX Limited Partnership, a
Delaware limited partnership ("ELX"), and Cadmus Corporation, a
Massachusetts corporation ("Cadmus"), hereby amend their
statement on Schedule 13D dated September 8, 1989 (the "Original
Statement"), as amended by the Amendment No. 1 to the Original
Statement dated October 2, 1989 ("Amendment No. 1"), the
Amendment No. 2 to the Original Statement dated January 29, 1990
("Amendment No. 2"), the Amendment No. 3 to the Original
Statement dated November 6, 1992 ("Amendment No. 3"), the
Amendment No. 4 to the Original Statement dated June 4, 1993
Statement ("Amendment No. 4"), the Amendment No. 5 to the
Original Statement dated October 8, 1993 ("Amendment No. 5"), the
Amendment No. 6 to the Original Statement dated November 30, 1993
("Amendment No. 6") and the Amendment No. 7 to the Original
Statement dated December 20, 1994 ("Amendment No. 7"; and the
Original Statement as amended by Amendment No. 1, Amendment No.
2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6 and Amendment No. 7, the "Amended Statement"), filed with
respect to the Common Stock, par value $.001 per share (the
"Common Stock"), of ELXSI Corporation, a Delaware corporation
(the "Issuer").
The Original Statement as amended by Amendment No. 1,
Amendment No. 2 and Amendment No. 3 (the "Earlier Filings") were
executed and filed by AMM, MMI, ELX and Cadmus jointly with other
persons and entities, in accordance with Rule 13d-1(f)(1)
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Amendment No. 4, Amendment No. 5,
Amendment No. 6 and Amendment No. 7 (the "Later Filings") were
executed and filed by AMM, MMI, ELX, Cadmus, Winchester National,
Inc., a Delaware corporation, and Winter Pond Partners, L.P., a
Delaware limited partnership (liquidated and dissolved in May
1994). This Amendment No. 8 ("Amendment No. 8") is being
executed and filed, by AMM, MMI, ELX and Cadmus (the "Amended
Statement Filers") jointly with each other in accordance with
such Rule, but not with any of the other persons or entities who
joined in the Earlier Filings and/or Later Filings. The
information reported in Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7 and/or this Amendment No. 8
relates solely to the Amended Statement Filers and other entities
who joined in the execution and filing thereof, and not to any of
such other persons or entities who joined in the Earlier Filings.
Accordingly, each Amended Statement Filer hereby disclaims any
responsibility for (i) the filing of any reports or information
required under Section 13(d) of the Exchange Act and Regulation
13D-G promulgated thereunder relating to any of such other
persons or entities, (ii) the timeliness of any such filing, and
(iii) the completeness and accuracy of any such report or
information.
This Amendment No. 8 is being filed in order to report the
purchase on January 13, 1995 by MMI and Cadmus of 5,000 shares
each of Common Stock in the over-the-counter market (the "January
1995 O-T-C Purchases").
Except as set forth herein, there has been no material
change in the facts set forth in the Amended Statement with
respect to any of the Amended Statement Filers. Items and sub-
items not expressly addressed herein are inapplicable with
respect to the Amended Statement Filers, or the responses to them
with respect to the Amended Statement Filers either are negative
or have not changed from those of the Amended Statement.
Item 3. Source and Amount of Funds or Other Consideration
The source of the funds for the January 1995 O-T-C
Purchases, totalling $51,250 ($25,625 each for MMI and Cadmus; or
$5.125 per share), were loans of $30,000 made by AMM to each of
MMI and Cadmus (the "January 1995 Purchase Loans"). The terms of
such Loans are as follows: (A) twenty-year maturity with all
interest and principal payable in cash at that time; and (B)
interest accruing (x) for the first three years at 15% per annum,
and (y) thereafter, at 2% above the "prime" or "reference" rate
of interest per annum then charged or chargeable under the then-
principal senior bank loan agreement of the Issuer (or a
subsidiary thereof).
Item 4. Purpose of Transaction
The purpose of the January 1995 O-T-C Purchases was to
increase MMI's and Cadmus's investment in the Issuer at a time
when shares of Common Stock were available at what they
considered to be a favorable price.
(a) From time to time after the date hereof any one or more
of AMM, MMI, ELX and Cadmus may purchase or acquire additional
shares of Common Stock (or options or warrants to purchase
additional shares of Common Stock); however, there are currently
no definitive plans or proposals to do so.
Item 5. Interest in Securities of the Issuer
(a) AMM. The aggregate number of shares of Common Stock
beneficially owned by AMM is 920,432. Of these shares: (i)
20,000 are outstanding shares held directly by AMM; (ii) 77,500
are purchasable upon exercise of presently exercisable options
granted by the Issuer to AMM under the Issuer's 1993 Incentive
Stock Option Plan; (iii) 55,023 are outstanding shares held by
MMI; (iv) 118,762 are purchasable upon exercise of presently
exercisable warrants issued by the Issuer and held by MMI; (v)
369,800 are outstanding shares held by ELX; (vi) 110,200 are
purchasable upon exercise of presently exercisable options held
by ELX on outstanding shares granted by Continental Illinois
Equity Corporation; and (vii) 169,147 are outstanding shares held
by Cadmus. On a percentage basis these shares represent approxi-
mately 19.2% of the outstanding shares of the Common Stock
(calculated and determined in accordance with Rule 13d-3(d)(1)
under the Exchange Act). See sub-item 5(b) below for disclosure
of the relationship between AMM and each of MMI, ELX and Cadmus.
MMI. The aggregate number of shares of Common Stock benefi-
cially owned by MMI is 342,932. Of these shares: (i) 55,023 are
outstanding shares held directly by MMI; (ii) 118,762 are
purchasable upon exercise of presently exercisable warrants
issued by the Issuer and held by MMI; and (iii) 169,147 are
outstanding shares held by Cadmus. On a percentage basis these
shares represent approximately 7.2% of the outstanding shares of
the Common Stock (calculated and determined in accordance with
Rule 13d-3(d)(1) under the Exchange Act). See sub-item 5(b)
below for disclosure of the relationship between MMI and Cadmus.
ELX. The aggregate number of shares of Common Stock
beneficially owned by ELX is 480,000. Of these shares:
(i) 369,800 are outstanding shares held directly by ELX; and
(ii) 110,200 are purchasable upon exercise of presently
exercisable options held by ELX on outstanding shares granted by
Continental Illinois Equity Corporation. On a percentage basis
these shares represent approximately 10.0% of the outstanding
shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Exchange Act).
Cadmus. The aggregate number of shares of Common Stock
beneficially owned by Cadmus is 169,147, consisting entirely of
outstanding shares held directly by Cadmus. On a percentage
basis these shares represent approximately 3.5% of the
outstanding shares of the Common Stock (calculated and determined
in accordance with Rule 13d-3(d)(1) under the Exchange Act).
(b) Each of AMM, MMI, ELX and Cadmus has the sole power to
vote and to direct the vote, and the sole power to dispose of and
to direct the disposition of, the shares of Common Stock reported
hereinabove as being held by such Amended Statement Filer. AMM's
beneficial ownership of shares held (or subject to options or
warrants held) by (i) MMI arises solely from his capacity as
director, President and majority stockholder thereof, (ii) ELX
arises solely from his capacity as sole general partner thereof,
and (iii) Cadmus arises solely from his capacity as director,
President and (through his majority ownership of MMI) controlling
shareholder thereof; and this filing shall not be construed as an
admission that AMM is otherwise, for purposes of Section 13 of
the Exchange Act or otherwise, the beneficial owner of any of the
shares of Common Stock of the Issuer reported herein as held
directly by MMI, ELX or Cadmus. MMI's beneficial ownership of
shares held by Cadmus arises solely from its capacity as the
controlling shareholder thereof. This filing shall not be
construed as an admission that MMI, ELX or Cadmus is, for
purposes of Section 13 of the Act or otherwise, the beneficial
owner of the shares of Common Stock of the Issuer reported herein
as held directly by any other Amended Statement Filer, and each
of MMI, ELX and Cadmus hereby disclaims beneficial ownership of
such shares.
(c) On January 13, 1995 MMI and Cadmus each purchased 5,000
shares of Common Stock through ordinary brokerage transactions
executed in the over-the-counter market at a price of $5.125 per
share net to such entities effected (these being the "January
1995 O-T-C Purchases").
Item 6. Contracts, Arrangements, Understanding or Relationships
With Respect to Securities of the Issuer
January 1995 Purchase Loans. The terms of the two January
1995 Purchase Loans are memorialized in two identical (except as
to the identity of the "Payor" party) Promissory Notes made and
executed by MMI and Cadmus (respectively) in the form attached
hereto as Exhibits B and C (respectively). Reference is hereby
made to the terms of such Loan and Notes as described in Item 3
hereinabove and in such Exhibits B and C, which descriptions are
hereby incorporated herein by reference in response to this Item.
ELX. The Agreement of Limited Partnership of ELX (filed as
Exhibit I to the Original Statement) is currently in the process
of being amended, but the form and substance of all of its
provisions, as so amended, have not yet been definitively
determined. However, it is known that ELX and its business will
continue to be conducted solely by its general partner, AMM, and
that he will be given all of the rights and powers of a general
partner under Delaware's limited partnership statute, including
the right to exercise options to purchase and otherwise acquire
Common Stock, to vote Common Stock and to dispose of Common
Stock. All the various rights, powers, duties and obligations of
the partners in ELX will be as set forth in the definitive
version of the Agreement of Limited Partnership (as so amended),
and such document will be filed as an exhibit to a future
amendment to the Amended Statement no later than the time that
such an amendment may otherwise be required to be filed under the
Exchange Act.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement, dated October 8, 1993,
among Alexander M. Milley, Milley Management Incorporated, ELX
Limited Partnership, Cadmus Corporation, Winchester National,
Inc. and Winter Pond Limited Partners, L.P. (incorporated by
reference to Exhibit A to Amendment No. 5)
Exhibit B - Form of Milley Management Incorporated $30,000
Promissory Note payable to the order of Alexander M. Milley dated
January 13, 1995
Exhibit C - Form of Cadmus Corporation $30,000 Promissory
Note payable to the order of Alexander M. Milley dated January
13, 1995
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.
Dated: January 31, 1995
MILLEY MANAGEMENT
INCORPORATED
/s/ Alexander M. Milley By:/s/ Alexander M. Milley
Alexander M. Milley, Alexander M. Milley
individually President
ELX LIMITED PARTNERSHIP CADMUS CORPORATION
By:/s/ Alexander M. Milley By:/s/ Alexander M. Milley
Alexander M. Milley Alexander M. Milley
Sole General Partner President
