<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. 4)*
ELXSI Corporation
- ---------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ---------------------------------------------------------------
(Title of Class of Securities)
268613-205
- ---------------------------------------------------------------
(CUSIP Number)
Alexander M. Milley
115 East Putnam Avenue, Greenwich, Connecticut 06830
(203) 667-7800
- ---------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 12, 1993
- ---------------------------------------------------------------
(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
PF & NA
_________________________________________________________________
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 854,639**
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 854,639**
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
854,639*
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
** Includes (i) shares held by other persons joining in this
filing and (ii) shares that Mr. Milley or certain other
persons joining in this filing have the right to acquire.
See Item 5 herein below.
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
WC
_________________________________________________________________
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 287,366*
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 287,366*
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,366*
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
** Includes (i) shares that Milley Management, Incorporated has
the right to acquire, and (ii) shares held by another person
joining in this filing. See item 5 hereinbelow.
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)
8.9%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
** Consists entirely of shares ELX Limited Partnership has the
right to acquire. See item 5 hereinbelow.
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 268613-205 Page 5 of __ 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
WC
_________________________________________________________________
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 18,081
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 18,081
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,081
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 268613-205 Page 6 of __ Pages
_________________________________________________________________
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Winchester National, Inc.
_________________________________________________________________
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 37,273
SHARES _______________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH _______________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 37,273
WITH _______________________________________________
10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,273
_________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
_________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
PAGE
<PAGE>
Alexander M. Milley ("AMM") , Milley Management Incor-
porated, 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") , and the Amendment No. 3 to the Original
Statement dated November 6, 1992 ("Amendment No. 3"; and the
Original Statement as amended by Amendment No. 1, Amendment No. 2
and Amendment No. 3, 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, Winchester National, Inc., a Delaware
corporation ("WNI"), is joining in this Amendment No. 4.
The Amended Statement was executed and filed by AMM, MMI,
ELX and Cadmus jointly with other persons and entities, in
accordance with Rule 13d-l(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). This
Amendment No. 4 to the Amended Statement is being executed and
filed AMM, MMI, ELX, Cadmus and WNI (the "Amendment No. 4
Filers") jointly with each other in accordance with such Rule,
and not with any of the other persons or entities who previously
joined in the Amended Statement. The information reported in
this Amendment No. 4 relates solely to the Amendment No. 4
Filers, and not any of such other persons or entities.
Accordingly, each Amendment No. 4 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. 4 is being filed in order to (i) report
that nonqualified stock options (the "1992 Directors Options") to
purchase 30,000 shares of Common Stock granted by the Issuer to
AMM in October 1992 are now exercisable, (ii) report the recent
purchase by AMM of an aggregate of 20,000 shares of Common Stock
(the "1993 AMM Purchases") , (iii) report the recent purchase by
WNI of 37,273 shares of Common Stock (the "1993 WNI Purchase"),
(iv) reflect that 17,081 shares of Common Stock (the "Subject
Cadmus Shares") previously reported in Amendment No. 3 as being
held by MMI are actually held by Cadmus, and (v) more accurately
state the percentages of class owned by the signatories hereto,
since (due to a clerical error) the denominator employed in
calculating percentages of class in Amendment No. 3 reflected a
100,353 overstatement in the number of shares of Common Stock
actually outstanding.
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 Amendment No. 4 Filers. Items and sub-
items expressly addressed herein are inapplicable with respect to
the Amendment No. 4 Filers, or the responses to them with respect
to the Amendment No. 4 Filers either are negative or have not
changed from those of the Amended Statement.
Item 2. Identity and Background
WNI is a Delaware corporation the principal business of
which is engaging in investment and management consulting. The
address of WNI's principal business and office is 115 East Putnam
Avenue, Greenwich, Connecticut 06830.
AMM, a United States citizen, is the director, an executive
officer and sole stockholder of WNI. Thomas R. Druggish ("TRD")
is the other executive officer of WNI. AMM's present principal
employment is serving as Chairman of the Board, President and
Chief Executive Officer of the Issuer, and TRD's present
principal employment is serving as a principal of MMI. AMM'S,
the Issuer's and TRD's business address is 115 East Putnam
Avenue, Greenwich, Connecticut 06830. The Issuer, through its
subsidiary, currently owns and operates 35 Bickford's and two
Howard Johnson's family restaurants located in New England and is
also a leading manufacturer of video inspection and repair
equipment serving the wastewater and environmental industries.
MMI is engaged in the investment and management consulting
business.
During the last five years, neither WNI, AMM nor TRD (i) has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) was 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 source of the funds for the 1993 AMM Purchases,
totalling $105,625 (excluding brokerage commissions and other
transaction expenses) was AMM's personal funds.
The source of the funds for the 1993 WNI Purchase, totalling
$167,728.50 (excluding transaction expenses), was a loan obtained
from Cadmus. WNI is wholly owned by AMM, and AMM is a director,
the President and (through his 100% ownership of MMI) controlling
shareholder of Cadmus. The terms of the loan, which is not
currently memorialized in any written agreement or instrument,
are: (i) interest payable semi-annually at 7% per annum; and (ii)
principal payable in one installment at maturity, in 1998,
provided that if the shares whose purchase was financed by the
loan are earlier sold, the maturity will be accelerated to the
date of sale.
The source of the funds of Cadmus's purchase of the Subject
Cadmus Shares, totalling $116,834.04 (excluding transaction
expenses), was Cadmus's own working capital funds obtained from
the conduct of its investment and management consulting business.
Item 4. Purpose of Transaction
Grant of 1992 Directors Options to AMM. In October 1992 the
Compensation Committee of the Board of Directors of the Issuer
granted to each director (and certain key employees) of the
Issuer, including AMM, nonqualified options to purchase Common
Stock at $5.00 per share. Prior thereto since 1989, when the
Issuer (i) underwent a restructuring, (ii) reconstituted its
Board of Directors, and (iii) discontinued all prior operating
businesses of the Issuer, directors received no compensation for
their services as such. With the closing in October 1992 of the
Merger Agreement by which the Issuer acquired the former
Holdingcues, Inc. and Cues, Inc. (discussed in Amendment No. 3),
the Compensation Committee thought that the Board had achieved an
important tangible measure of both the Issuer's success since the
restructuring and of the directors' contribution to that success.
Of the nonqualified options to purchase 100,000 shares of Common
Stock granted at the time, the 1992 Directors Options, granted to
AMM, cover 30,000 shares. Under the terms of the agreement
pursuant to which the 1992 Directors Options were granted, they
could be exercised only if (among other things) approved by the
stockholders of the Issuer at their 1993 annual meeting. This
meeting was held on May 21, 1993 and the 1992 Directors Options
(as well as the remaining 70,000 options first granted in October
1992) were approved and thus became exercisable.
1993 AMM Purchases, 1993 WNI Purchase and Purchase of
Subject Cadmus Shares. The purpose of these transactions is to
increase AMM's investments (direct or indirect) in the Issuer at
a time when shares of Common Stock are available at what he feels
is a favorable price. See sub-Item 5(b) below for disclosure of
the relationship between AMM and each of WNI and Cadmus.
(b) From time to time after the date hereof any one or more
of AMM, MMI, ELX, Cadmus and WNI 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 854,639. Of these shares: (i)
20,000 are outstanding shares held directly by AMM; (ii) 30,000
are purchasable upon exercise of presently exercisable options
granted by the Issuer to AMM; (iii) 50,023 are outstanding shares
held by MMI; (iv) 219,262 are purchasable upon exercise of
presently exercisable warrants issued by the Issuer and held by
MMI; (v) 369,800 are purchasable upon exercise of presently
exercisable options on outstanding shares granted by The Airlie
Group L.P. and held by ELX; (vi) 110,200 are purchasable upon
exercise of presently exercisable options on outstanding shares
granted by Continental Illinois Equity Corporation and held by
ELX; (vii) 18,081 are outstanding shares held by Cadmus; and
(viii) 37,273 are outstanding shares held by WNI. On a
percentage basis these shares represent approximately 15.2% 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
beneficially owned by MMI is 287,366. Of these shares: (i)
50,023 are outstanding shares held directly by MMI; (ii) 219,262
are purchasable upon exercise of presently exercisable warrants
issued by the Issuer and held directly by MMI; and (iii) 18,081
are outstanding shares held by Cadmus. On a percentage basis
these shares represent approximately 5.1% of the outstanding
shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Exchange Act).
ELX. The aggregate number of shares of Common Stock
beneficially owned by ELX is 480,000. Of these shares: (i)
369,800 are purchasable upon exercise of presently exercisable
options on outstanding-shares granted by The Airlie Group L.P.
and held directly by ELX; and (ii) 110,200 are purchasable upon
exercise of presently exercisable options on outstanding shares
granted by Continental Illinois Equity Corporation and held
directly by ELX. On a percentage basis these shares represent
approximately 8.9% 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 18,081, consisting entirely of
outstanding shares held directly by Cadmus. On a percentage
basis these shares represent approximately 0.3% of the
outstanding shares of the Common Stock (calculated and determined
in accordance with Rule 13d-3(d)(1) under the Exchange Act).
WNI. The aggregate number of shares of Common Stock
beneficially owned by WNI is 37,273, consisting entirely of
outstanding shares held directly by WNI. On a percentage basis
these shares represent approximately 0.7% 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, Cadmus and WNI 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 Amendment No. 4
Filer. AMM's beneficial ownership of shares held (or subject to
warrants or options held) by (i) MMI arises solely from his
capacity as director, President and sole stockholder thereof,
(ii) ELX arises solely from his capacity as sole general partner
thereof, (iii) Cadmus arises solely from his capacity as
director, President and (through his 100% ownership of MMI)
controlling shareholder thereof, and (iv) WNI solely from his
capacity as director, President and sole stockholder 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,
Cadmus or WNI. MMI's beneficial ownership of shares held Cadmus
arises solely from its capacity as the controlling shareholder
thereof. This filing shall not be construed as an admission that
MMI, ELX, Cadmus or WNI 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
Amendment No. 4 Filer, and each of MMI, ELX, Cadmus and WNI
hereby disclaim beneficial ownership of such shares.
(c) Grant of 1992 Directors Options to AMM. Reference is
hereby made to the discussions of the 1992 Directors Options set
forth in Item 4 above and Item 6 below, which discussions are
hereby incorporated herein by reference in response to this sub-
item.
1993 AMM Purchases. The 1993 AK Purchases comprise the
following three separate buy transactions executed in the over-
the-counter market by AMM through ordinary brokerage
transactions: (i) 10,000 shares of Common Stock at $5.50 per
share on February 5, 1993; (ii) 5,000 shares of Common Stock at
$5.25 per share on April 19, 1993; and (iii) 5,000 shares of
Common Stock at $4.875 per share on April 27, 1993.
1993 WNI Purchase. On May 12, 1993 WNI completed a
privately-negotiated purchase from four separate stockholders of
an aggregate of 37,273 shares of Common Stock at $4.50 per share.
More specifically, WNI purchased: (i) 19,584 shares from Alta II;
(ii) 16,497 shares from Gallion Limited; (iii) 1,122 shares from
Gallion L.P. Company; and (iv) 70 shares from Golden Coins N.V.
The shares that were the subject of the WNI Purchase were first
issued pursuant to Merger Agreement by which the Issuer acquired
the former Holdingcues, Inc. and Cues, Inc. (discussed in
Amendment No. 3).
(d) As stated in Item 3 hereinabove, if the shares
purchased in the 1993 WNI Purchase are sold prior to the maturity
of the loan from Cadmus used to finance such Purchase, then such
loan becomes due and payable at the earlier date.
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer
1992 Directors Option Agreement. The 1992 Directors
Options, granted to AMM, are governed by the terms of an Non-
Qualified Stock Option Agreement, dated as of October 30, 1992
(the "1992 Directors Option Agreement"), between the Issuer and
AMM, a form of which is filed herewith as Exhibit B. The
following is a brief description of the terms of the 1992
Directors Options, as established in the 1992 Directors Option
Agreement.
The 1992 Directors Options permit the purchase of up to
30,000 shares at an exercise price of $5.00 per share. They may
be exercised only if: (i) AMM shall have remained a director,
officer or employee of the Issuer or any subsidiary thereof
continuously from the date of grant to the date of exercise
(except as otherwise provided below); and (ii) unless the shares
issuable upon exercise have been registered under the Securities
Act of 1933, AMM shall have provided assurances that those shares
are being acquired in accordance with an applicable exemption
from the registration requirements of that Act. If AMM is an
officer or employee of the Issuer or a subsidiary thereof at the
time of the termination of his officership or employment, he may
exercise the 1992 Directors Options for a period of up to one
year after such termination (or any shorter period determined by
the Board of Directors of the Issuer or a committee thereof) if
the Issuer expressly agrees thereto or if the termination was due
to death or permanent physical or mental disability. The 1992
Directors Options may not be transferred by AMM except by will or
the laws of descent and distribution.
If the conditions to exercise are met, AMM may exercise the
1992 Directors Options in whole or in any part (but for not fewer
than 25 shares, or the total number of shares exercisable, if
less). The option price payable on exercise may be paid in cash,
in shares of Common Stock or partly in each. In connection with
any exercise, the Issuer has the right to require that AMM pay an
amount in cash equal to any withholding tax obligation that the
Issuer or any subsidiary thereof may have by reason thereof.
The 1992 Directors Options generally will expire on the
tenth anniversary of the date of grant, except they may be
exercised beyond that date to the extent that post-termination
exercises are permitted as described hereinabove. The 1992
Directors Options will automatically terminate upon any
dissolution or liquidation of the Issuer. In addition the Board
of Directors may cancel the 1992 Directors Options if it
determines that AMM has at any time committed an act materially
inimical to the interests of the Issuer or any of its
subsidiaries.
The 1992 Directors Option Agreement provides that in the
event of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger,
consolidation, offering of subscription rights or other similar
change in the corporate structure of capitalization of the Issuer
or its shares, the Board of Directors (or a committee thereof)
will equitably adjust the number of shares subject to the 1992
Directors Options and/or the exercise price thereof.
1993 WNI Purchase. Reference is hereby made to the
discussion of the terms of the loan made by Cadmus to WNI to fund
the 1993 WNI Purchase set forth in Item 3 above, which discussion
is hereby incorporated herein by reference in response to this
Item. At the date of this filing there is no written agreement
or instrument memorializing such terms. In connection with the
1993 WNI Purchase, WNI executed and delivered a customary
"investment representation" letter, a copy of which is being
filed herewith and is incorporated by reference in response to
this Item.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement dated June 4, 1993 among
Alexander M. Milley, Milley Management Incorporated, ELX Limited
Partnership, Cadmus Corporation and Winchester National, Inc.
Exhibit B - Form of Non-Qualified Stock Option Agreement,
dated as of October 30, 1993, between ELXSI Corporation and
Alexander M. Milley (Form of 1992 Directors Option Agreement).
Exhibit C - Investment Representation letter dated May 12,
1993 executed by Winchester National, Inc. addressed to Alta II,
Gallion Limited, Gallion L.P. Company and Golden Coins N.V.
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: June 4, 1993
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
WINCHESTER NATIONAL, INC.
By:/s/ Alexander M. Milley
Alexander M. Milley
President
