<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
September 19, 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
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SCHEDULE 13D
CUSIP No. 268613-205 Page 2
_________________________________________________________________
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 984,256*
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 984,256*
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
984,256*
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
_________________________________________________________________
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
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SCHEDULE 13D
CUSIP No. 268613-205 Page 3
_________________________________________________________________
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
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 -0-
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 169,147*
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
169,147*
_________________________________________________________________
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
_________________________________________________________________
* Consists entirely of shares held by another person joining
in this filing.
PAGE
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SCHEDULE 13D
CUSIP No. 268613-205 Page 4
_________________________________________________________________
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
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SCHEDULE 13D
CUSIP No. 268613-205 Page 5
_________________________________________________________________
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
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
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
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SCHEDULE 13D
CUSIP No. 268613-205 Page 6
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eliot Kirkland L.L.C.
_________________________________________________________________
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 215,109*
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 215,109*
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,109*
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
OO
_________________________________________________________________
* Includes shares that Eliot Kirkland L.L.C. has the right to
acquire.
PAGE
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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"), the Amendment No. 7 to the Original
Statement dated December 20, 1994 ("Amendment No. 7"), and the
Amendment No. 8 to the Original Statement dated January 31, 1995
("Amendment No. 8"; 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, Amendment No. 7 and
Amendment No. 8, 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"). In
addition, Eliot Kirkland L.L.C., a Delaware limited liability
company ("Kirkland"), is joining in this Amendment No. 9 to the
Amended Statement.
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"). Each of Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7 and Amendment No. 8 (the "Later
Filings") was executed and filed by AMM, MMI, ELX, Cadmus,
Winchester National, Inc., a Delaware corporation, and/or Winter
Pond Partners, L.P., a Delaware limited partnership (liquidated
and dissolved in May 1994). This Amendment No. 9 is being
executed and filed by AMM, MMI, Cadmus, ELX and Kirkland (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, Amendment No. 8 and/or this
Amendment No. 9 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 and/or Later 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. 9 is being filed in order to report
that: (1) on May 18, 1995 the Issuer granted to AMM nonqualified
stock options to purchase an aggregate of 22,500 shares of Common
Stock (the "1995 Plan Options") pursuant to the Issuer's 1995
Incentive Stock Option Plan (the "1995 Plan"), which 1995 Plan
Options will become 100% exercisable on November 18, 1995; (2) in
August 1995 MMI contributed to the capital of Kirkland: (x)
55,023 outstanding shares of Common Stock, (y) Series A Warrants
to purchase 50,000 shares of Common Stock at $3.125 per share
("Series A Warrants"), and (z) Series C Warrants to purchase
68,762 shares of Common Stock at $4.36 per share ("Series C
Warrants), as part of the initial equity capitalization of
Kirkland ("MMI's Initial Kirkland Investment"); and (3) also as
part of the initial equity capitalization of Kirkland, in August
1995 an investor not affiliated with any of the Amended Statement
Filers contributed to the capital of Kirkland an additional
41,324 outstanding shares of Common Stock (such transaction,
collectively with MMI's Initial Kirkland Investment, the
"Kirkland Capitalization Transfers").
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 2. Identity and Background.
Eliot Kirkland L.L.C. is a Delaware limited liability
company the principal business of which is engaging in investment
activities. The address of Kirkland's principal business and
office is 4209 Vineland Road, Suite J-1, Orlando, Florida 32811.
(a)-(f) Kirkland has members (the limited liability company-
analog to a corporation's stockholders), a single manager (the
limited liability company-analog to a corporation's sole
director), and executive officers (whose functions are similar to
executive officers of corporations). Kirkland's sole manager is
AMM, and its executive officers are AMM, Thomas R. Druggish
("TRD") and David M. Doolittle ("DMD"). Information required by
this item with respect to TRD and DMD are set forth in Amendment
No. 3, Amendment No. 4 and/or Amendment No. 7.
Kirkland was formed on July 11, 1995. Since that time,
Kirkland (i) has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and (ii)
was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The 96,347 outstanding shares of Common Stock, 50,000
Series A Warrants and 68,762 Series C Warrants contributed to the
capital of Kirkland in the Kirkland Capitalization Transfers were
so contributed for no consideration other than equity interests
in Kirkland. For this purpose outstanding shares of Common Stock
were valued at $6.25 per share; Series A Warrants were valued at
$3.125 per warrant; and Series C Warrants were valued at $1.89
per warrant.
Item 4. Purpose of Transaction
1995 Plan Options. The stated purpose of the Issuer's
1995 Plan is to establish as close an identity as feasible
between the interest of the Issuer and those of selected
directors, officers and key employees of the Issuer, and also to
attract, retain, motivate and reward persons of superior ability,
training and experience.
Kirkland Capitalization Transfers. The purpose of the
Kirkland Capitalization Transfers was to provide a portion of
Kirkland's initial equity capital so that it may commence its
business activities. (The other initial equity capital invested
or to be invested in Kirkland does not/will not include
securities of the Issuer.)
(a) From time to time after the date hereof any one or more
of AMM, MMI, ELX, Cadmus or Kirkland 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.
The Company recently filed a Post-Effective Amendment
to a Registration Statement under the Securities Act of 1933 in
order to effect a "shelf" registration of, among other shares,
105,354 shares of Common Stock beneficially owned by Cadmus,
168,785 shares of Common Stock beneficially owned by Kirkland and
480,000 shares of Common Stock beneficially owned by ELX. As
expressed in such Post-Effective Amendment, it is the intent of
Cadmus, Kirkland and ELX for the foreseeable future not to sell
any of such shares, but rather to pledge some or all of such
shares as security for margin loans the proceeds of which may be
used for (among other things) the purchase of additional shares
of Common Stock of the Company. However, there are currently no
definitive plans or proposals to effect such transactions.
Item 5. Interest in Securities of the Issuer
(a) AMM. The aggregate number of shares of Common
Stock beneficially owned by AMM is 984,256. Of these shares:
(i) 20,000 are outstanding shares held by AMM; (ii) 77,500 are
purchasable upon exercise of presently exercisable options
granted by the Issuer to AMM; (iii) 22,500 are purchasable upon
exercise of options (the 1995 Plan Options) granted by the Issuer
to AMM and exercisable within 60 days; (iv) 96,347 are
outstanding shares held by Kirkland; (v) 50,000 are purchasable
upon exercise of presently exercisable, Series A Warrants held by
Kirkland; (vi) 68,762 are purchasable upon exercise of presently
exercisable, Series C Warrants held by Kirkland; (vii) 369,800
are outstanding shares held by ELX; (viii) 110,200 are
purchasable upon exercise of presently exercisable options held
by ELX on outstanding shares held by Continental Illinois Equity
Corporation; and (ix) 169,147 are outstanding shares held by
Cadmus. On a percentage basis these shares represent
approximately 19.6% 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, Cadmus and
Kirkland.
MMI. The aggregate number of shares of Common Stock
beneficially owned by MMI is 169,147, all of which are
outstanding shares held 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). 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 by ELX; and (ii) 110,200 are
purchasable upon exercise of presently exercisable options held
by ELX on outstanding shares held 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 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).
Kirkland. The aggregate number of shares of Common
Stock beneficially owned by Kirkland is 215,109. Of these
shares: (i) 96,347 are outstanding shares held by Kirkland; (ii)
50,000 are purchasable upon exercise of presently exercisable,
Series A Warrants held by Kirkland; and (iii) 68,762 are
purchasable upon exercise of presently exercisable, Series C
Warrants held by Kirkland. On a percentage basis these shares
represent approximately 4.4% 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, ELX, Cadmus and Kirkland 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. MMI does not directly hold any of the Issuer's
securities reported herein but, inasmuch as MMI is a controlling
stockholder of Cadmus, MMI may be deemed to share (with Cadmus
and/or AMM) the power to vote and to direct the vote, and to
share (with Cadmus and/or AMM) the power to dispose of and to
direct the disposition of, the shares of Common Stock reported
hereinabove as being held Cadmus. AMM's beneficial ownership of
shares held (or subject to options or warrants held) by: (i)
Kirkland arises solely from his capacity as sole manager,
President and a member thereof, (ii) ELX arises solely from his
capacity as sole general partner thereof, and (iii) MMI and
Cadmus arises solely from his capacity as sole director,
President and a stockholder of MMI and his capacity as a
director, President and (indirectly, through MMI) a controlling
shareholder of Cadmus; 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 being
held by MMI, ELX, Cadmus or Kirkland. MMI's beneficial ownership
of shares held by Cadmus arises solely from its capacity as a
controlling shareholder thereof. This filing shall not be
construed as an admission that any of MMI, ELX, Cadmus or
Kirkland is otherwise, 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 being held by any other Amended
Statement Filer, and each of MMI, ELX, Cadmus and Kirkland hereby
disclaims beneficial ownership of such shares.
(c) Reference is hereby made to the description and
discussion of the Kirkland Capitalization Transfers appearing
elsewhere in this Amendment No. 9, which descriptions and
discussions are hereby incorporated herein by reference in
response to this sub-item.
Item 6. Contracts, Arrangements, Understanding or Relationships
With Respect to Securities of the Issuer
Kirkland. The Limited Liability Company Agreement of
Kirkland -- to which Kirkland, AMM (as manager), MMI (as a
member) and its other members are party -- provides that Kirkland
will be managed, and the conduct of its business and affairs will
be controlled, solely by its manager, AMM, and that he will have
and possess the full rights, powers, privileges and authorities
of a manager under Delaware's limited liability company statute.
AMM's rights, powers, privileges and authorities as manager
include the right to cause Kirkland: (i) to purchase, acquire,
hold and otherwise invest in equity and debt securities
(including Common Stock); (ii) to vote such securities; (iii) to
sell, otherwise dispose of, borrow against and otherwise deal in
such securities; and (iv) to make distributions to its members
(including out of the proceeds from any sale of, or any dividend
or interest payments on, such securities).
ELX. The amended Agreement of Limited Partnership of
ELX -- which has been completed and to which AMM (as general
partner) and its limited partners are party -- provides that ELX
will be managed, and the conduct of its business will be
controlled, solely by its general partner, AMM, and that he will
have and possess the full powers and rights of a general partner
under Delaware's limited partnership statute. AMM's powers and
rights as general partner include the right on behalf of ELX: (i)
to exercise options to purchase shares of the capital stock of
the Issuer; (ii) to obtain financing therefor; (iii) to acquire,
vote, grant proxies with respect to and dispose of shares of the
capital stock of the Issuer; and (iv) to make distributions
(including out of the proceeds from any sale of, or any dividend
payments on, shares of the Issuer). The undersigned no longer
intend to file the amended Agreement of Limited Partnership of
ELX as an exhibit to the Amended Statement (or subsequent
amendments thereto).
1995 Plan Options. The 1995 Plan Options are governed
by the terms of a 1995 Incentive Stock Option Plan Option Grant
document, dated May 18, 1995 (the "1995 Plan Options Agreement")
from the Issuer to AMM. The form of the 1995 Plan Options
Agreement is being filed with this Amendment No. 9 as Exhibit C
thereto. The following is a brief description of the terms of
the 1995 Plan Options Agreement.
The 1995 Plan Options Agreement permits AMM to purchase
up to 22,500 shares of Common Stock at a price of $5.75 per
share. The 1995 Plan Options become exercisable on November 18,
1995 and expire on May 18, 2005. AMM may exercise the 1995 Plan
Options by delivery of a written notice to a designated officer
of the Issuer. Unless the shares acquired upon exercise have
been registered under the Securities Act of 1933, AMM shall
provide the Issuer with a letter to the effect that the shares
are being purchased for his own account for investment and not
with a view to distribution or resale, and to such other effects
as the Issuer deems necessary to comply with Federal and state
securities laws. The exercise price may be paid in cash, by
delivery and assignment to the Issuer of securities of the Issuer
owned by AMM or by a combination of these; alternatively, AMM may
purchase the shares through a "cashless" exercise. The Issuer's
obligation to deliver the shares of Common Stock upon exercise of
the 1995 Plan Options shall be subject to AMM's satisfaction of
all applicable Federal, state and local tax withholding
obligations. The 1995 Plan Options may not be transferred by AMM
except by will or the laws of descent and distribution. If AMM
ceases to be eligible to exercise the 1995 Plan Options, they may
nevertheless be exercised within ninety days of his becoming
ineligible if the Issuer consents thereto in writing or if AMM
became ineligible through retirement. In the event of AMM's
death or disability, the option may be exercised by AMM's
executor or heir within the one-year period following his death
or disability.
The provisions of the 1995 Plan Options Agreements are
subject to the terms and conditions of the 1995 Plan, which is
being been filed as Exhibit B to this Amendment No. 9.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement, dated September
20, 1995, among Alexander M. Milley, Milley Management
Incorporated, ELX Limited Partnership, Cadmus Corporation and
Eliot Kirkland L.L.C.
Exhibit B - ELXSI Corporation 1995 Incentive Stock
Option Plan (the "1995 Plan")
Exhibit C - Form of ELXSI Corporation 1995 Incentive
Stock Option Plan Option Grant document granting AMM nonqualified
options to purchase 22,500 shares of Common Stock (the "1995 Plan
Options Agreement")
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: September 20, 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
ELIOT KIRKLAND L.L.C.
By:/s/ Alexander M. Milley
Alexander M. Milley
President
PAGE
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EXHIBIT INDEX
Exhibit Document Page
- ------- -------------------------------------- -----
A Joint Filing Agreement, dated September
20, 1995, among Alexander M. Milley,
Milley Management Incorporated, ELX
Limited Partnership, Cadmus Corporation
and Eliot Kirkland L.L.C.
B ELXSI Corporation 1995 Incentive Stock
Option Plan (the "1995 Plan")
C Form of ELXSI Corporation 1995 Incentive
Stock Option Plan Option Grant document
granting AMM nonqualified options to
purchase 22,500 shares of Common Stock
(the "1995 Plan Options Agreement")
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended, the
undersigned parties hereby agree that the Amendment No. 9 of even
date herewith to the Statement on Schedule 13D dated September 8,
1989 (as previously amended) with respect to ELXSI Corporation is
filed on behalf of each of the undersigned parties, and that any
further amendments thereto executed by any of the undersigned
parties shall be filed on behalf of such of those parties who
shall have executed the same.
Dated: September 20, 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
ELIOT KIRKLAND L.L.C.
By:/s/ Alexander M. Milley
Alexander M. Milley
President
EXHIBIT B
ELXSI CORPORATION
1995 INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of this Plan is to advance the
interests of ELXSI Corporation by providing an opportunity to
selected directors, officers and key employees of the Company and
its Subsidiaries to purchase shares of Common Stock through the
exercise of options granted pursuant to this Plan, which may be
either Incentive Options or Nonqualified Options. By encouraging
such stock ownership, the Company seeks to establish as close an
identity as feasible between the interests of the Company and its
Subsidiaries and those of such directors, officers and key
employees and also seeks to attract, retain, motivate and reward
persons of superior ability, training and experience.
2. Definitions
(1) Board means the Board of Directors of the Company.
(2) Code means the Internal Revenue Code of 1986 and
regulations thereunder, as amended from time to time.
(3) Committee means the committee appointed by the
Board responsible for administering the Plan or, in the absence
of the such an appointment, the Compensation Committee of the
Board.
(4) Common Stock means the common stock of the
Company, par value $.001 per share.
(5) Company means ELXSI Corporation, a Delaware
corporation.
(6) Director means each individual who is serving as a
member of the Board as of the time of reference.
(7) Eligible Person means an individual who is serving
in any one or more of the following capacities: Director,
director of a Subsidiary, officer of the Company, officer of any
Subsidiary, or Key Employee.
(8) Employee means an employee of the Company or any
Subsidiary within the meaning of Code Section 3401(c).
(9) Incentive Option means a stock option granted to
an Employee and intended to qualify as an "incentive stock
option" within the meaning of Code Section 422 and designated as
such.
(10) Key Employee means an executive, managerial or
administrative Employee.
(11) Nonqualified Option means a stock option not
intended to be an Incentive Option and designated as
nonqualified, the federal income tax treatment of which is
determined generally under Code Section 83.
(12) Option means either an Incentive Option or a
Nonqualified Option granted pursuant to this Plan.
(13) Plan means this ELXSI Corporation 1995 Incentive
Stock Option Plan as set forth herein, and as amended from time
to time.
(14) Securities Act means the Securities Act of 1933,
as amended, and rules and regulations promulgated pursuant
thereto, as amended from time to time.
(15) Subsidiary means a "subsidiary" of the Company
within the meaning of Code Section 424(f), which generally is
defined as any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at
the relevant time, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock
in one of the other corporations in the chain.
3. Effective Date. This Plan was approved and adopted by
the Board on March 16, 1995. The effective date of this Plan
shall be May 18, 1995, the date of the annual meeting of
stockholders of the Company, so long as this Plan is approved by
the stockholders of the Company on said date.
4. Stock Subject to Plan. The maximum aggregate number of
shares of Common Stock that may be made subject to Options
granted hereunder is 125,000 shares, which number shall be
adjusted in accordance with Section 9 in the event of any change
in the Company's capital structure. Shares of Common Stock
issued pursuant to this Plan may consist, in whole or in part, of
either authorized and unissued shares or issued shares held in
the Company's treasury. Any shares subject to an Option that for
any reason expires or is terminated unexercised as to such shares
may again be the subject of an Option under this Plan.
5. Administration. The Plan shall be administered by a
Committee appointed by the Board consisting of not fewer than two
individuals who are Directors. The Board shall have the
discretion to remove and appoint members of the Committee from
time to time. The Committee shall have full power and
discretion, subject to the express provisions of this Plan, (i)
to determine the Eligible Persons to whom Options are to be
granted, the time or times at which Options are to be granted,
the number of shares of Common Stock to be made subject to each
Option, whether each Option is to be an Incentive Option or a
Nonqualified Option, the exercise price per share under each
Option, and the maximum term of each Option; (ii) to interpret
and construe the Plan and to prescribe, amend and rescind rules
and regulations for its administration; (iii) to determine the
terms and provisions of each option agreement evidencing an
Option; and (iv) to make all other determinations the Committee
deems necessary or advisable for administering this Plan. All
decisions of the Committee shall be made by a majority of its
members, which shall constitute a quorum, and shall be reflected
in minutes of its meetings.
6. Eligibility. Options may be granted to such Eligible
Persons as the Committee selects.
7. Terms and Conditions of Options. Options granted
pursuant to this Plan shall be evidenced by stock option
agreements in such form and containing such terms and conditions
as the Committee shall determine. If an Eligible Person to whom
an Option is granted does not execute an option agreement
evidencing that Option in the form prescribed by the Committee
within the later of (i) thirty days from the date of grant of the
Option or (ii) ten days after the Eligible Person's receipt of an
option agreement from the Company, the Option shall be void and
of no further force or effect. Each option agreement evidencing
an Option shall contain among its terms and conditions the
following:
(1) Price. Subject to the conditions on Incentive
Options contained in Section 8(2), if applicable, the purchase
price per share of Common Stock payable upon the exercise of each
Option granted hereunder shall be as determined by the Committee
in its discretion but shall not be less than the fair market
value (or, in the case of Nonqualified Options, 75% of the fair
market value) of the Common Stock on the day the Option is
granted or, if greater, the book value of the Common Stock on
that date. The fair market value of Common Stock shall be as
determined by the Committee in its discretion in accordance with
any applicable laws or rules.
(2) Number of Shares and Kind of Option. Each option
agreement shall specify the number of shares to which it pertains
and shall specify whether the Option is a Nonqualified Option or
an Incentive Option.
(3) Terms of Exercise. Subject to the conditions on
Incentive Options contained in Section 8(2), if applicable, and
to Section 10, each Option shall be exercisable for the full
amount or for any part thereof and at such intervals or in such
installments as the Committee may determine at the time it grants
such Option; provided, however, that (i) no Option shall be
exercised as to fewer than 25 shares of Common Stock or, if less,
the total number of shares of Common Stock remaining unexercised
under the Option, and (ii) no Option shall be exercisable with
respect to any shares earlier than six months from the date the
Option is granted or later than ten years after the date the
Option is granted, except to the extent permitted in the event of
the death of the holder of a Nonqualified Option under Section
7(7).
(4) Notice of Exercise and Payment. An Option shall
be exercisable only by delivery of a written notice to the
Company's Treasurer, or any other officer of the Company that the
Committee designates to receive such notices, specifying the
number of shares of Common Stock for which the Option is being
exercised. If the shares of Common Stock acquired upon exercise
of an Option are not at the time of exercise effectively
registered under the Securities Act, the optionee shall provide
to the Company or Committee, as a condition to the optionee's
exercise of the Option, a letter, in form and substance
satisfactory to the Company, to the effect that the shares are
being purchased for the optionee's own account for investment and
not with a view to distribution or resale, and to such other
effects as the Company deems necessary or appropriate to comply
with federal and applicable state securities laws. Payment shall
be made in full at the time the Option is exercised. Payment
shall be made by:
(i) cash;
(ii) delivery and assignment to the Company of
shares of Common Stock owned by the optionee;
(iii) delivery and assignment to the Company of
other securities of the Company owned by the optionee;
(iv) delivery of a written exercise notice,
including irrevocable instructions to the Company to deliver the
stock certificates issuable upon exercise of the Option directly
to a broker named in the notice that has agreed to participate in
a "cashless" exercise on behalf of the optionee.
(v) a combination of (i), (ii) and (iii).
Upon the optionee's satisfaction of all conditions required for
the exercise of the Option and payment in full of the purchase
price for the shares being acquired as aforesaid, the Company
shall, within a reasonable period of time following such
exercise, deliver a certificate representing the shares of Common
Stock so acquired; provided, that the Company may postpone
issuance and delivery of shares upon any exercise of an Option to
the extent necessary or advisable to comply with applicable
exchange listing requirements, National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") requirements,
or federal or state securities laws.
(5) Withholding Taxes. The Company's obligation to
deliver shares of Common Stock upon exercise of an Option, in
whole or in part, shall be subject to the optionee's satisfaction
of all applicable federal, state and local tax withholding
obligations, if any.
(6) Nontransferability of Option. No Option shall be
transferable by the optionee otherwise than by will or the laws
of descent and distribution and shall be exercisable during the
optionee's lifetime only by the optionee (or the optionee's
guardian or legal representative).
(7) Termination of Options. Each option agreement
evidencing an Option shall contain provisions for the termination
of the Option if the optionee ceases for any reason to be an
Eligible Person, which provisions shall be no more favorable to
the optionee than the following:
(i) Termination With Consent. If the optionee
ceases to be an Eligible Person and the Company consents in
writing to the optionee's exercise of an Option following such
termination, then the optionee may, at any time within a period
of 90 days following the date of such termination, exercise such
Option to the extent that the Option was exercisable on the date
the optionee ceased to be an Eligible Person;
(ii) Retirement. If the optionee ceases to be an
Eligible Person by reason of retirement, then the optionee may,
at any time within a period of 90 days following the date of such
termination, exercise each Option held by the optionee on such
date to the full extent of the Option;
(iii) Death or Disability. In the event of the
optionee's death or disability (within the meaning of Code
Section 22(e)(3)) either (x) while an Employee or (y) with
respect only to Nonqualified Options, while eligible to exercise
a Nonqualified Option under Subsections 7(7)(i) or (ii) above,
then the optionee (or the optionee's legal representative,
executor, administrator, or person acquiring an Option by bequest
or inheritance) may, at any time within a period of one year
following the date of the optionee's death or commencement of
disability, exercise each Option held by the optionee on such
date to the full extent of the Option; and
(iv) Other Termination. If the optionee ceases
to be an Eligible Person for any reason other than those
enumerated in Subsections 7(7)(i) through (iii) above, each
Option granted to the optionee, to the extent outstanding on the
date of such termination, shall terminate immediately on such
termination and may not be exercised thereafter;
provided, however, that no Option may be exercised to any extent
by anyone after the date of expiration of the Option's term,
except that a Nonqualified Option shall remain exercisable as
provided in Subsection 7(7)(iii) regardless of the Option's term.
(8) Legends. Any restriction on transfer of shares of
Common Stock provided in this Plan or in the option agreement
evidencing any Option shall be noted or referred to conspicuously
on each certificate evidencing such shares.
8. Restrictions on Incentive Options. Incentive Options
(but not Nonqualified Options) granted under this Plan shall be
subject to the following restrictions:
(1) Limitation on Number of Shares. The aggregate
fair market value, determined as of the date an Incentive Option
is granted, of the shares with respect to which Incentive Options
are exercisable for the first time by an Employee during any
calendar year shall not exceed $100,000. If an Incentive Option
is granted pursuant to which the aggregate fair market value of
shares with respect to which it first becomes exercisable in any
calendar year by an Employee exceeds the aforementioned $100,000
limitation, the portion of such Option which is in excess of the
$100,000 limitation shall be treated as a Nonqualified Option
pursuant to Code Section 422(d)(1). In the event that an
Employee is eligible to participate in any other stock option
plan of the Company or a Subsidiary which is also intended to
comply with the provisions of Code Section 422, the $100,000
limitation shall apply to the aggregate number of shares for
which Incentive Options may be granted under all such plans.
(2) 10% Stockholder. If any Employee to whom an
Incentive Option is granted pursuant to the provisions of this
Plan is on the date of grant the owner of stock (as determined
under Code Section 424(d)) possessing more than 10% of the total
combined voting power of all classes of stock of the Company or a
Subsidiary, then the following special provisions shall be
applicable to the Incentive Option granted to such individual:
(i) The Option price per share subject to such
Incentive Option shall not be less than 110% of the fair market
value of one share on the date of grant; and
(ii) The Incentive Option shall not have a term
in excess of five (5) years from its date of grant.
9. Adjustment for Changes in Capitalization. Appropriate
and equitable adjustment shall be made in the maximum number of
shares of Common Stock subject to this Plan under Section 4 and,
subject to Section 10, in the number, kind and option price of
shares of Common Stock subject to then outstanding Options to
give effect to any changes in the outstanding Common Stock by
reason of any stock dividend, stock split, stock combination,
merger, consolidation, reorganization, recapitalization or any
other change in the capital structure of the Company affecting
the Common Stock after the effective date of this Plan.
10. Change in Control, Merger, Etc.
(1) Change in Control. Upon the occurrence of any of
the events listed below, all outstanding Incentive Options and
Nonqualified Options held by all optionees pursuant to this Plan
which are not otherwise exercisable in whole or in part shall
become immediately exercisable in full, unless and to the extent
otherwise determined by the Committee. The events are as
follows:
(i) The sale by the Company of all or
substantially all of its assets;
(ii) Any of the following events if, immediately
following such event, a majority of the Directors consists of
persons who were not Directors immediately prior to the date of
such event:
(a) the sale of 50% or more of the
outstanding shares of Common Stock of the Company in a single
transaction;
(b) the consummation of a tender offer (by a
party other than the Company) for more than 50% of the
outstanding shares of Common Stock of the Company; or
(c) subject to Section 10(2) below, the
consummation of a merger or consolidation involving the Company;
or
(iii) An election of new Directors if immediately
following such election a majority of the Directors consists of
persons who were not nominated by management to stand for
election as Directors in such election.
(2) Where Company Does Not Survive. In the event of a
merger or consolidation to which the Company is a party but is
not the surviving company, the Committee in its discretion may
vote to negate and give no effect to the acceleration of Options
pursuant to Section 10(1)(ii)(c), but only if and to the extent
that an executed agreement of merger or consolidation provides
that the optionee holding such an Option shall receive the same
merger consideration as the optionee would have received as a
stockholder of the Company had the exercisability of the Option
been accelerated in accordance with Section 10(1)(ii)(c) and had
the optionee, immediately prior to the merger or consolidation,
exercised the Option for the full number of shares subject
thereto, paid the exercise price in full, and satisfied all other
conditions for the exercise of the Option.
(3) Liquidation or Dissolution. The provisions of
Section 9 and Subsections 10(1) and (2) shall not cause any
Option to terminate other than in accordance with other
applicable provisions of this Plan. However, in the event of the
liquidation or dissolution of the Company, each outstanding
Option shall terminate, except to the extent otherwise
specifically provided in the option agreement evidencing the
Option.
11. Rights of Optionee. No Eligible Person shall have a
right to be granted an Option or, having received an Option, a
right again to be granted an Option. An optionee shall have no
rights as a stockholder with respect to any shares of Common
Stock covered by his or her Option until the date the Option has
been exercised and the full purchase price for such shares has
been received by the Company. Nothing in this Plan or in any
Option granted pursuant to the Plan shall confer on any
individual any right to continue in the employ of or to continue
as an officer or director of, this Company or any Subsidiary or
to interfere in any way with the right of the Company or any
Subsidiary to terminate or modify the terms or conditions of the
Option holder's employment or other relationship with the Company
or any Subsidiary.
12. Amendment and Termination of the Plan. Unless sooner
terminated by the Board, this Plan shall terminate, so that no
Options may be granted pursuant to it thereafter, on March 16,
2005. The Board may at any time amend, suspend or terminate this
Plan in its discretion without further action on the part of the
stockholders of the Company, except that:
(1) no such amendment, suspension or termination of
the Plan shall adversely affect or impair any then outstanding
Option without the consent of the optionee holding the Option;
and
(2) any such amendment, suspension or termination that
requires approval by the stockholders of the Company to comply
with applicable provisions of the Code, applicable federal or
state securities laws or NASDAQ or exchange listing requirements
shall be subject to approval by the stockholders of the Company
within the applicable time period prescribed thereunder, and
shall be null and void if such approval is not obtained.
EXHIBIT C
ELXSI Corporation
4209 Vineland Rd., Suite J-1
Orlando, FL 32811
1995 Incentive Stock Option Plan
Option Grant
ELXSI Corporation hereby grants and awards options in the amount
and on the terms listed below to the named recipient under the
1995 Incentive Stock Option Plan (the "Plan"). Terms used in
this agreement that are defined in the Plan shall have in this
agreement the meanings assigned to them in the Plan.
Recipient: Alexander M. Milley Date of Grant: 5/18/95
TERMS AND CONDITIONS:
1. Option Price: $5 3/4
2. Number of Shares: 22,500
Qualified or Nonqualified: Nonqual
3. Terms of Exercise:
Expiration Date: 5/18/05
Exercisable After: 11/18/95
Vesting Dates: 100% on 05/18/95
4. Notice of Exercise and Payment: An Option shall be
exercisable only by delivery of a written notice to the
Company's Treasurer, or any other officer of the Company the
Committee designates to receive such notices, specifying the
number of shares of Common Stock for which the Option is
being exercised. If the shares of Common Stock acquired
upon exercise of an Option are not at the time of exercise
effectively registered under the Securities Act, the
optionee shall provide to the Company, as a condition to the
optionee's exercise of the Option, a letter, in form and
substance satisfactory to the Company, to the effect that
the shares are being purchased for the optionee's own
account for investment and not with a view to distribution
or resale, and to such other effects as the Company deems
necessary or appropriate to comply with federal and
applicable state securities laws. Payment shall be made in
full at the time the Option is exercised. Payment shall be
made by:
(i) cash;
(ii) delivery and assignment to the Company of shares
of Common Stock owned by the optionee;
(iii) delivery and assignment to the Company of other
securities of the Company owned by the optionee;
(iv) a combination of (i), (ii) and (iii); or
(v) delivery of a written exercise notice, including
irrevocable instructions to the Company to deliver
the stock certificates issuable upon exercise of
the Option directly to a broker named in the
notice that has agreed to participate in a
"cashless" exercise on behalf of the optionee.
Upon the optionee's satisfaction of all conditions required
for the exercise of the Option and payment in full of the
purchase price for the shares being acquired, the Company
shall, within a reasonable period of time following such
exercise, deliver a certificate representing the shares of
Common Stock so acquired; provided, that the Company may
postpone issuance and delivery of shares upon any exercise
of an Option to the extent necessary or advisable to comply
with applicable exchange listing requirements, National
Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ") requirements, or federal or state
securities laws.
5. Withholding Taxes: The Company's obligation to deliver
shares of Common Stock upon exercise of an Option, in whole
or in part, shall be subject to the optionee's satisfaction
of all applicable federal, state and local tax withholding
obligations.
6. Nontransferability of Options: No Option shall be
transferable by the optionee otherwise than by will or the
laws of descent and distribution and shall be exercisable
during the optionee's lifetime only by the optionee (or the
optionee's guardian or legal representative).
7. Termination of Options:
(i) Termination With Consent. If the optionee ceases
to be an Eligible Person and the Company consents
in writing to the optionee's exercise of an Option
following such termination, then the optionee may,
at any time within a period of 90 days following
the date of such termination, exercise such Option
to the extent that the Option was exercisable on
the date the optionee ceased to be an Eligible
Person;
(ii) Retirement. If the optionee ceases to be an
Eligible Person by reason of retirement, then the
optionee may, at any time within a period of 90
days following the date of such termination,
exercise each Option held by the optionee on such
date to the full extent of the Option;
(iii) Death or Disability. In the event of the
optionee's death or disability (within the meaning
of Code Section 22(e)(3)) either (x) while an
Employee or (y) with respect only to Nonqualified
Options, while eligible to exercise a Nonqualified
Option under Sections 7(i) or (ii) above, then the
optionee (or the optionee's legal representative,
executor, administrator, or person acquiring an
Option by bequest or inheritance) may, at any time
within a period of one year following the date of
the optionee's death or commencement of
disability, exercise each Option held by the
optionee on such date to the full extent of the
Option; and
(iv) Other Termination. If the optionee ceases to be
an Eligible Person for any reason other than those
enumerated in Sections 7(i) through (iii) above,
each Option granted to the optionee to the extent
outstanding on the date of such termination, shall
terminate immediately on such termination and may
not be exercised thereafter; provided, however,
that no Option may be exercised to any extent by
anyone after the date of expiration of the
Option's term, except that a Nonqualified Option
shall remain exercisable as provided in Section
7(iii) regardless of the Option's term.
8. Legends: Any restriction on transfer of shares of Common
Stock provided in this Plan or in this option agreement
evidencing any Option shall be noted or referred to
conspicuously on each certificate evidencing such shares.
9. Plan Provisions: The provisions of this option agreement
are subject to the terms and conditions of the Plan, all of
which terms and conditions are incorporated herein by
reference.
Agreed to and accepted by:
ELXSI Corporation
by: ___________________________ Date: _________________
Name:
Title:
Recipient:
_______________________________ Date: _________________
