SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(Amendment No. 12)(1)
ELXSI Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par value $.001 per share
(and associated Common Stock Purchase Rights)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
268613-205
- --------------------------------------------------------------------------------
(CUSIP Number)
Alexander M. Milley,
3600 Rio Vista Avenue, Suite A, Orlando, Florida 32805 (407) 849-1090
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 24, 1998
- --------------------------------------------------------------------------------
(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
|_|
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.
(Continued on following pages)
Page 1 of 26 Pages
The Exhibit Index appears on page 19
- ----------
(1) 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>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 2 OF 26 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 ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,261,214**
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,261,214**
------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,214**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** 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>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 3 OF 26 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
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 224,905**
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
224,905**
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,905**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists entirely of shares beneficially owned or held by Cadmus
Corporation and Azimuth Corporation.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 4 OF 26 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 ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 590,200
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
590,200
------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 5 OF 26 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 ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 203,705
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 21,200**
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
203,705
------------------------------------
10 SHARED DISPOSITIVE POWER
21,200**
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,905**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Consists of (includes 21,200) shares held by Azimuth Corporation.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 6 OF 26 PAGES
- --------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 231,109**
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
231,109
------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,109**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes shares that Eliot Kirkland L.L.C. has the right to acquire.
<PAGE>
SCHEDULE 13D
- ------------------------------------- -------------------------
CUSIP NO. 268613-205 PAGE 7 OF 26 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Azimuth Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF/BK & SC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 21,200
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 0
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
21,200
------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
8
Alexander M. Milley ("AMilley"), Milley Management Incorporated, a
Delaware corporation ("MMI"), ELX Limited Partnership, a Delaware limited
partnership ("ELX"), Cadmus Corporation, a Massachusetts corporation ("Cadmus"),
and Eliot Kirkland L.L.C., a Delaware limited liability company ("Kirkland"),
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 ("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"), the Amendment No. 8 to
the Original Statement dated January 31, 1995 ("Amendment No. 8"), the Amendment
No. 9 to the Original Statement dated September 20, 1995 ("Amendment No. 9"),
the Amendment No. 10 to the Original Statement dated January 7, 1996 (intended
to be January 7, 1997) ("Amendment No. 10"), and the Amendment No. 11 to the
Original Statement dated October 22, 1997 ("Amendment No. 11"; 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, Amendment
No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11, 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, Azimuth Corporation, a Delaware corporation ("Azimuth"),
is joining in this Amendment No. 12 to the Amended Statement.
The Original Statement as amended by Amendment No. 1, Amendment No. 2
and Amendment No. 3 (the "Earlier Filings") was executed and filed by AMilley,
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 "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 AMilley, 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). Each of Amendment No. 9, Amendment No. 10 and
Amendment No. 11 was executed and filed by AMilley, MMI, Cadmus, ELX and
Kirkland (collectively with Azimuth, 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 and
not with Azimuth. The information reported in Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment
No. 10 and Amendment No. 11 relates solely to the Amended Statement Filers
(excluding Azimuth) and the other entities who joined in the execution and
filing thereof, and this Amendment No. 12 relates solely to the Amended
Statement Filers (including Azimuth); such Amendments do not relate 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 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.
The Issuer is party to a Rights Agreement, dated as of June 4, 1997
(the "Rights Agreement"), with Continental Stock Transfer & Trust Company, as
Rights Agent. Pursuant
<PAGE>
9
to the Rights Agreement, the Board of Directors of the Issuer declared a
dividend of one Common Stock Purchase Right (each, a "Right") for each share of
Common Stock outstanding at the opening of business on June 16, 1997. All shares
of Common Stock of the Company issued on or after such date also have or will
have one attached Right. Therefore, each outstanding share of Common Stock
carries an associated Right and, unless otherwise expressly indicated herein or
in the Amended Statement, all references to Common Stock shall include the
associated Rights.
This Amendment No. 12 is being filed in order to report that:
1. Cadmus, pursuant to offers to purchase shares of Common Stock from
stockholders of the Issuer that own of record 100-or-less shares of
Common Stock (after giving effect to the Issuer's May 1992 1-for-25
reverse split of outstanding shares) first reported in Amendment No. 11
("Cadmus Odd Lot Offers"), has purchased 8,340 shares of Common Stock
(including the 195 shares reported in such Amendment No. 11) (the
"Cadmus Odd Lot Purchases").
2. At various dates since the date of the Amendment No. 11, Cadmus
purchased an aggregate of 13,000 shares of Common Stock through open
market trades (the "Late 1997/Early 1998 Cadmus Open Market
Purchases").
3. In April 1998, Cadmus accepted 5,000 shares of Common Stock from
Alexander Milley ("MilleySr."), AMilley's father, as payment-in-full of
two notes of MilleySr. payable to Cadmus in the aggregate principal
amount of $52,782 (the "Cadmus/MilleySr.
Transaction").
4. Prior to its commencement of the Cadmus Odd Lot Offers, Cadmus
purchased an aggregate of 218 shares of Common Stock from individual
stockholders who, unsolicited, expressed a desire to sell such shares
privately (the "Pre-Odd Lot Cadmus Private Purchases"). These 218
shares were inadvertently not reported previously in the Amended
Statement.
5. At various dates since the date of the Amendment No. 11, Azimuth
purchased an aggregate of 11,200 shares of Common Stock through open
market trades (the "Late 1997/Early 1998 Azimuth Open Market
Purchases").
6. In March 1998, Azimuth purchased 10,000 shares of Common Stock from a
single individual stockholder who, unsolicited, expressed a desire to
sell such shares privately (the "March 1998 Azimuth Private Purchase").
7. The 1993 Plan Nonqualified Options (as defined in Amendment No. 11)
granted by the Issuer to AMilley in October 1997: (i) were
inadvertently erroneously reported in Amendment No. 11 as being options
to purchase 40,000 shares -- 30,000 is the correct figure; and (ii)
became 100% exercisable on April 10, 1998.
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.
<PAGE>
10
Item 2. Identity and Background
-----------------------
Azimuth is a Delaware corporation the principal business of which is
being a holding company of three wholly-owned subsidiaries: (i) Contempo Design,
Inc. and Contempo Design West, Inc. (collectively, "Contempo), which principally
manufacture, design and market trade show exhibits, and (ii) Delaware Electro
Industries, Inc. ("DEI"), which principally distributes fuses and fasteners. The
address of Azimuth's principal business and office is 3600 Rio Vista Avenue,
Suite A, Orlando, Florida 32805.
(a)-(f) AMilley is the Chairman, President and (in combination with
Cadmus) a controlling stockholder of Azimuth. Azimuth's other directors and
executive officers are Steven D. Hollopeter ("SHollopeter"), Robert C. Shaw
("RShaw"), Thomas R. Druggish ("TDruggish") and David M. Doolittle
("DDoolittle"), each of whom are citizens of the United States. The present
principal occupation of: (i) AMilley is serving as the Chairman, Chief Executive
Officer and President of the Issuer and its ELXSI subsidiary, as the Chief
Executive Officer and President of ELXSI's Cues division and as a principal of
MMI; (ii) SHollopeter is serving as President of DEI and its Fuses Unlimited,
Liberty Engineering and Fuse World divisions and as a principal of MMI; (iii)
RShaw is serving as President of Contempo and as a principal of MMI; (iv)
TDruggish is serving as a principal of MMI; and (v) DDoolittle is serving as a
principal of MMI. The principal business of MMI is engaging in investing
activities, and its principal business and office address is 3600 Rio Vista
Avenue, Suite A, Orlando, Florida 32805. The principal business address of
SHollopeter and DEI is 9248 Eton Avenue, Chatsworth, California 91311. The
principal business address of RShaw and Contempo is 1800 Industrial Drive,
Libertyville, Illinois 60048.
During the last five years, none of the above persons or Azimuth: (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
-------------------------------------------------
Of the transactions enumerated in the fourth narrative paragraph of
this Amendment No. 12, only the Cadmus Odd Lot Purchases, Late 1997/Early 1998
Cadmus Open Market Purchases, Pre-Odd Lot Cadmus Private Purchases, Late
1997/Early 1998 Azimuth Open Market Purchases and March 1998 Azimuth Private
Purchase involved the payment or transfer of funds for the purchase of
securities of the Issuer.
CADMUS ODD LOT PURCHASES. The respective dates, numbers of shares and
purchase prices of the Cadmus Odd Lot Purchases are as follows:
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
10/15/97 60 $ 10.25
10/15/97 135 $ 10.875
11/1/97 74 $ 10.00
11/1/97 58 $ 11.50
11/1/97 69 $ 10.75
11/17/97 53 $ 10.25
<PAGE>
11
Date of Purchase Number of Shares Price/Share
- ---------------- ---------------- -----------
12/1/97 54 $ 10.25
12/1/97 60 $ 11.625
12/1/97 260 $ 12.00
12/1/97 310 $ 12.50
12/1/97 175 $ 13.50
12/1/97 100 $ 13.75
12/15/97 80 $ 12.75
12/15/97 100 $ 13.00
12/15/97 64 $ 13.875
1/2/98 428 $ 11.00
1/2/98 80 $ 13.00
1/16/98 56 $ 10.25
1/16/98 160 $ 11.00
1/16/98 100 $ 12.00
2/4/98 80 $ 10.375
2/4/98 88 $ 10.875
2/4/98 80 $ 11.25
3/2/98 100 $ 11.75
3/2/98 1 $ 12.00
3/2/98 158 $ 12.25
3/2/98 115 $ 12.375
3/2/98 280 $ 12.50
3/2/98 703 $ 12.75
3/2/98 667 $ 13.25
3/16/98 226 $ 13.25
3/16/98 589 $ 13.50
3/16/98 140 $ 13.625
3/16/98 186 $ 13.75
3/16/98 50 $ 14.375
3/16/98 50 $ 14.875
4/1/98 295 $ 13.50
4/1/98 263 $ 13.75
4/1/98 121 $ 14.00
4/1/98 309 $ 14.25
4/1/98 106 $ 14.375
4/1/98 80 $ 14.875
4/1/98 140 $ 15.50
4/1/98 90 $ 16.375
4/1/98 50 $ 16.75
4/1/98 49 $ 17.00
4/15/98 101 $ 12.625
4/15/98 124 $ 12.75
4/15/98 10 $ 13.50
4/15/98 171 $ 13.75
4/15/98 102 $ 13.875
4/15/98 139 $ 14.00
4/15/98 65 $ 16.00
4/15/98 92 $ 14.375
4/15/98 44 $ 14.50
-----
8,340
<PAGE>
12
The total amount of funds used to complete the Cadmus Odd Lot Purchases
was approximately $108,084, and the source of such funds was Cadmus's own
working capital.
LATE 1997/EARLY 1998 CADMUS OPEN MARKET PURCHASES. The respective
dates, numbers of shares and purchase prices of the Late 1997/Early 1998 Cadmus
Open Market Purchases are as follows:
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
10/29/97 1,000 $ 10.00
10/29/97 2,000 $ 10.625
1/7/98 3,000 $ 11.625
2/3/98 600 $ 10.875
2/5/98 2,400 $ 10.875
2/20/98 2,000 $ 12.25
4/16/98 200 $ 12.75
4/17/98 1,800 $ 13.0555
------
13,000
The total amount of funds used to complete the Late 1997/Early 1998
Cadmus Open Market Purchases was approximately $149,249.90 (plus brokerage
commissions/mark-ups and other charges), and the source of such funds was
Cadmus's own working capital.
PRE-ODD LOT CADMUS PRIVATE PURCHASES. The respective dates, numbers of
shares and purchase prices of the Pre-Odd Lot Cadmus Private Purchases are as
follows:
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
7/1/96 8 $ 6.00
7/15/96 10 $ 5.50
11/1/96 50 $ 5.00
4/2/97 4 $ 6.25
5/15/97 10 $ 6.25
6/2/97 5 $ 5.75
6/16/97 50 $ 7.00
8/15/97 31 $ 8.00
10/1/97 50 $ 10.875
---
218
The total amount of funds used to complete the Pre-Odd Lot Cadmus
Private Purchases was $1,611, and the source of such funds was Cadmus's own
working capital.
LATE 1997/EARLY 1998 AZIMUTH OPEN MARKET PURCHASES. The respective
dates, numbers of shares and purchase prices of the Late 1997/Early 1998 Azimuth
Open Market Purchases are as follows:
<PAGE>
13
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
10/28/97 5,000 $ 10.00
11/14/97 1,000 $ 10.75
1/23/98 2,000 $ 11.00
1/26/98 200 $ 11.00
1/30/98 1,000 $ 11.00
2/10/98 400 $ 11.375
2/11/98 600 $ 11.50
2/11/98 1,000 $ 11.875
------
11,200
The total amount of funds used to complete the Late 1997/Early 1998
Azimuth Open Market Purchases was $119,275 (plus brokerage commissions/mark-ups
and other charges), and the source of such funds was Azimuth's Contempo and DEI
subsidiaries. Such subsidiaries borrowed such funds from FINOVA Capital
Corporation, who is their working capital lender.
MARCH 1998 AZIMUTH PRIVATE PURCHASE. In the March 1998 Azimuth Private
Purchase, Azimuth purchased 10,000 shares of Common Stock at a price of $13.50
per share, or $135,000 in the aggregate, in a privately negotiated transaction.
Pursuant to the purchase and sale agreement between Azimuth and the individual
selling stockholder, such stockholder also simultaneously sold 90,000 shares of
Common Stock to the Issuer. The source of the funds used to complete the March
1998 Azimuth Private Purchase was a $135,000 loan made to Azimuth by ELXSI,
which is evidenced by a Secured Promissory Note of Azimuth the form of which is
herewith as Exhibit C (the "Azimuth-to-ELXSI $135,000 Note"). The principal
economic terms of such loan and Azimuth-to-ELXSI $135,000 Note are as follows:
(i) two-year maturity, with all principal due at that time, (ii) interest
accruing at 15% per annum, payable quarterly, and (iii) secured by a pledge of
the 10,000 shares of Common Stock purchased by Azimuth with the proceeds
thereof.
Item 4. Purpose of Transaction
----------------------
CADMUS ODD LOT PURCHASES. The Cadmus Odd Lot Offers were made pursuant
to letters, substantially the same (except as to date and share numbers) as the
letter filed as Exhibit B to Amendment No. 11, addressed to each record holder
of 100-or-less shares (after giving effect to the 1992 Reverse Split) of Common
Stock for whom the Issuer has addresses. At this date, such letters have been
forwarded to all such holders, at their respective addresses indicated in such
records. The terms of the Cadmus Odd Lot Offers are that Cadmus will purchase
shares tendered pursuant thereto at the closing sale price of the Common Stock
on the trading day immediately preceding the post-mark or other forwarding date
of the tendering holder's return of materials. However, Cadmus has reserved the
right to terminate the Cadmus Odd Lot Offers at any time, without notice. In
addition, in order to comply with certain legal restrictions, in no event will
Cadmus purchase pursuant to the Cadmus Odd Lot Offers a number of shares of
Common Stock that, together with all other shares of Common Stock purchased by
Cadmus in the preceding 12 months, would constitute more than 2% of the
outstanding shares of Common Stock. At present, to the Issuer's knowledge,
slightly less than 120,000 shares of Common Stock are held by Odd Lot Holders.
The purpose the Cadmus Odd Lot Offers is to: (i) help to increase
Cadmus's investment in the Issuer at what it considered to be favorable prices,
in a way that is not coercive and
<PAGE>
14
may be advantageous to odd lot holders (I.E., by allowing them an opportunity to
sell their Common Stock on a commission-free basis), and (ii) help the Issuer to
reduce the burden and expense of communicating with odd lot holders who may (in
any event) wish to sell their shares.
LATE 1997/EARLY 1998 CADMUS OPEN MARKET PURCHASES. The purpose the Late
1997/Early 1998 Cadmus Open Market Purchases was to increase Cadmus's investment
in the Issuer at a time when shares of Common Stock were available in the open
market at what it considered to be favorable prices.
CADMUS/MILLEYSR. TRANSACTION. The $52,782 loan by Cadmus to MilleySr.
was made to finance his purchase of the 5,000 shares of Common Stock that were
the subject of the Cadmus/MilleySr. Transaction. The purpose of the
Cadmus/MilleySr. Transactions was to: (i) accommodate the request of Mr. Milley
that Cadmus accept such 5,000 shares of Common Stock as satisfaction-in-full of
his loan obligations to Cadmus, and (ii) increase Cadmus's investment in the
Issuer at what it considered to be a favorable price.
PRE-ODD LOT CADMUS PRIVATE PURCHASES. The purpose the Pre-Odd Lot
Cadmus Private Purchases was to: (i) help accommodate the request of the selling
stockholders they be given the opportunity to sell his Common Stock on a
commission-free basis, (ii) increase Azimuth's investment in the Issuer at what
it considered to be a favorable price, and (iii) help the Issuer to reduce the
burden and expense of communicating with stockholders wishing to sell their
shares.
LATE 1997/EARLY 1998 AZIMUTH OPEN MARKET PURCHASES. The purpose the
Late 1997/Early 1998 Azimuth Open Market Purchases was to initiate and then
increase Azimuth's investment in the Issuer at a time when shares of Common
Stock were available in the open market at what it considered to be favorable
prices.
MARCH 1998 AZIMUTH PRIVATE PURCHASE. The purpose of the March 1998
Azimuth Private Purchase was to: (i) help accommodate the request of the selling
stockholder that he be given the opportunity to sell his Common Stock on a
commission-free basis, and (ii) increase Azimuth's investment in the Issuer at
what it considered to be a favorable price.
1993 PLAN NONQUALIFIED OPTIONS. The stated purpose of the 1993 Plan (as
defined in Amendment No. 11) is to establish as close an identity as feasible
between the interests 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.
(a) Subject to the legal restrictions and Cadmus's right to
terminate the Cadmus Odd Lot Offers referenced hereinabove, and other factors
that it may from time to time deem relevant, Cadmus intends to purchase any and
all shares of Common Stock tendered as a result of the Cadmus Odd Lot Offers.
In addition, from time to time after the date hereof, any one
or more of AMilley, MMI, ELX, Cadmus, Kirkland or Azimuth 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.
<PAGE>
15
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) AMILLEY. The aggregate number of shares of Common Stock
beneficially owned by AMilley is 1,261,214. Of these shares: (i) 25,000 are
outstanding shares held by AMilley; (ii) 190,000 are purchasable upon exercise
of presently exercisable options granted by the Issuer to AMilley; (iii) 112,347
are outstanding shares held by Kirkland; (iv) 50,000 are purchasable upon
exercise of presently exercisable Series A Warrants held by Kirkland; (v) 68,762
are purchasable upon exercise of presently exercisable Series C Warrants held by
Kirkland; (vi) 590,200 are outstanding shares held by ELX; (vii) 203,705 are
outstanding shares held by Cadmus; and (viii) 21,200 are outstanding shares held
by Azimuth. On a percentage basis these shares represent approximately 25.8% of
the outstanding shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Act). See sub-item 5(b) below for
disclosure of the relationship between AMilley and each of MMI, Kirkland, ELX,
Cadmus and Azimuth.
MMI. The aggregate number of shares of Common Stock
beneficially owned by MMI is 224,905. Of these shares: (i) 203,705 are
outstanding shares held by Cadmus; and (ii) 21,200 are outstanding shares held
by Azimuth. On a percentage basis these shares represent approximately 4.9% of
the outstanding shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Act). See sub-item 5(b) below for
disclosure of the relationship between MMI, Cadmus and Azimuth.
ELX. The aggregate number of shares of Common Stock
beneficially owned by ELX is 590,200, all of which are outstanding shares held
by ELX. On a percentage basis these shares represent approximately 12.9% of the
outstanding shares of the Common Stock (calculated and determined in accordance
with Rule 13d-3(d)(1) under the Act).
CADMUS. The aggregate number of shares of Common Stock
beneficially owned by Cadmus is 224,905. Of these shares: (i) 203,705 are
outstanding shares held by Cadmus; and (ii) 21,200 are outstanding shares held
by Azimuth. On a percentage basis these shares represent approximately 4.9% of
the outstanding shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Act). See sub-item 5(b) below for
disclosure of the relationship between Cadmus and Azimuth.
KIRKLAND. The aggregate number of shares of Common Stock
beneficially owned by Kirkland is 231,109. Of these shares: (i) 112,347 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 4.9% of the
outstanding shares of the Common Stock (calculated and determined in accordance
with Rule 13d-3(d)(1) under the Act).
AZIMUTH. The aggregate number of shares of Common Stock
beneficially owned by Azimuth is 21,200, all of which are outstanding shares
held by Azimuth. On a percentage basis these shares represent approximately 0.5%
of the outstanding shares of the Common Stock (calculated and determined in
accordance with Rule 13d-3(d)(1) under the Act).
(b) Each of AMilley, ELX, Cadmus, Kirkland and Azimuth 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, except as otherwise indicated below.
MMI does not directly hold any of the shares of
<PAGE>
16
Common Stock reported herein but, inasmuch as (x) MMI is a controlling
stockholder of Cadmus, (y) Cadmus (with AMilley) are controlling stockholders of
Azimuth, and (z) consequently, MMI may be deemed to share the power to vote and
to direct the vote, and to share the power to dispose of and to direct the
disposition of, the shares of Common Stock reported hereinabove as being held by
Cadmus and Azimuth, MMI may be deemed to be the beneficial owner of the shares
of Common Stock reported hereinabove as being held by Cadmus and Azimuth. Cadmus
does not directly hold the 21,200 shares of Common Stock reported herein as
being held by Azimuth but, inasmuch as (x) Cadmus (with AMilley) are controlling
stockholders of Azimuth, and (y) consequently, Cadmus may be deemed to share the
power to vote and to direct the vote, and to share the power to dispose of and
to direct the disposition of, the shares of Common Stock reported hereinabove as
being held by Azimuth, Cadmus may be deemed to be the beneficial owner of the
shares of Common Stock reported hereinabove as being held by Azimuth. AMilley's
beneficial ownership of shares held (or subject to 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; (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 (iv) Azimuth
arises solely from his capacity as a director, President and (in combination
with Cadmus) a controlling stockholder of Azimuth. This filing shall not be
construed as an admission that any of the Amended Statement Filers 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 Amended Statement Filer hereby disclaims
beneficial ownership of such shares.
(c) Reference is hereby made to the descriptions and discussions of
the purchases and other transactions appearing elsewhere in this Amendment No.
12, 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
------------------------
MARCH 1998 AZIMUTH PRIVATE PURCHASE. The March 1998 Azimuth Private
Purchase was effected pursuant to a written Stock Purchase Agreement, dated as
of March 10, 1998, between the selling party, Azimuth and the Issuer. Under such
agreement: (i) such seller agreed to sell 10,000 shares of Common Stock to
Azimuth and 90,000 shares of Common Stock to the Issuer, at a price of $13.50
per share, (ii) such seller made representations and warranties with respect to
himself and such shares customary for transactions of this type, and (iii)
Azimuth and the Issuer made representations and warranties with respect to
themselves customary for transactions of this type. Such agreement is filed as
Exhibit B to this Amendment No. 12, and reference is hereby made to such Exhibit
for a more detailed description of such agreement.
Under the security provisions of the Azimuth-to-ELXSI $135,000 Note, if
an Event of Default (as defined therein) occurs and is continuing, ELXSI will
become Azimuth's agent, proxy and attorney-in-fact for the purpose of taking any
action and to executing any document or instrument which ELXSI may deem
necessary or advisable to accomplish the purposes of such Note, including
without limitation, to: (i) transfer record title to the 10,000 shares of Common
Stock purchased by Azimuth with the proceeds of the loan evidenced by such Note
to ELXSI (or its nominee or assignee); and (ii) vote such shares and other
collateral thereunder.
<PAGE>
17
Reference is hereby made to Exhibit C for a more detailed description of the
Azimuth-to-ELXSI $135,000 Note.
Item 7. Material to be filed as Exhibits
--------------------------------
Exhibit A -- Joint Filing Agreement, dated April 30, 1998, among
Alexander M. Milley, Milley Management Incorporated, ELX Limited Partnership,
Cadmus Corporation, Eliot Kirkland L.L.C. and Azimuth Corporation
Exhibit B -- Form of Stock Purchase Agreement, dated as of March 10,
1998, between Ezra Rust Muirhead, Azimuth Corporation and ELXSI Corporation
Exhibit C -- Form of Secured Promissory Note made by Azimuth
Corporation payable to the order of ELXSI Corporation
<PAGE>
18
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: April 30, 1998
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. AZIMUTH CORPORATION
By: /s/ ALEXANDER M. MILLEY By: /s/ ALEXANDER M. MILLEY
- ------------------------------ ---------------------------
Alexander M. Milley Alexander M. Milley
President President
<PAGE>
19
EXHIBIT INDEX
Exhibit Document Page
------- -------- ----
A Joint Filing Agreement, dated April 30, 1998, 20
among Alexander M. Milley, Milley Management
Incorporated, ELX Limited Partnership, Cadmus
Corporation, Eliot Kirkland L.L.C. and Azimuth
Corporation
B Form of Stock Purchase Agreement, dated as of 21
March 10, 1998, between Ezra Rust Muirhead,
Azimuth Corporation and ELXSI Corporation
C Form of Secured Promissory Note made by Azimuth 23
Corporation payable to the order of ELXSI
Corporation
20
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. 12 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: April 30, 1998
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. AZIMUTH CORPORATION
By: /s/ ALEXANDER M. MILLEY By: /s/ ALEXANDER M. MILLEY
- --------------------------- ---------------------------------
Alexander M. Milley Alexander M. Milley
President President
21
EXHIBIT B
FORM OF
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of March 10, 1998, between EZRA RUST MUIRHEAD
("Seller"), AZIMUTH CORPORATION ("Azimuth") and ELXSI CORPORATION ("ELXSI").
1. Seller hereby agrees to sell: (i) to Azimuth 10,000 shares of Common
Stock, par value $.001 per share, of ELXSI the Issuer ("Common Stock"), for a
price of $13.50 per share, or $135,000 in the aggregate, and (ii) to ELXSI
90,000 shares of Common Stock for a price of $13.50 per share, or $1,215,000 in
the aggregate. The 100,000 shares of Common Stock described in the foregoing
sentence shall hereafter be referred to as the "Shares".
2. Seller hereby represents and warrants (as to itself) to Azimuth and
ELXSI, and each of Azimuth and ELXSI hereby represents and warrants (as to
itself) to Seller, that: (a) such party has full power and authority, and has
taken all action necessary, to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, (b) the execution, delivery and
performance by such party of this Agreement do not and will not violate any law,
rule or regulation of the jurisdiction under which it is organized, any other
law, rule or regulation applicable to it or any other agreement, document or
instrument to which it is a party or by which it or any of its properties and
assets are bound, (c) this Agreement constitutes its legal, valid and binding
obligation enforceable against it in accordance with its respective terms,
except as such enforceability may be limited by bankruptcy, insolvency or other
similar laws of general applicability affecting enforcement of creditors' rights
generally or by a court's discretion in relation to equitable remedies, (d) all
approvals, authorizations or other actions by, and or filings and registrations
with, any governmental authority necessary for the validity or enforceability of
such party's obligations under this Agreement have been obtained and are in full
force and effect, and (e) no broker, finder or other person or entity acting
pursuant to the authority of such party is entitled to any broker's fee or other
commission in connection with the transactions contemplated by this Agreement.
3. Seller hereby further represents, warrants and acknowledges to
Azimuth and ELXSI that: (a) Seller is the legal record and beneficial holder of
the Shares and holds and hereby conveys good title to the Shares free and clear
of any liens, adverse claims or restrictions, (b) Seller is aware that Azimuth
and ELXSI have access to certain information regarding ELXSI not known to
Seller, including information which may be material regarding ELXSI's
capitalization, businesses, financial condition and results of operations, (c)
Seller has had the opportunity to ask questions and receive answers concerning
ELXSI, including its capitalization, businesses, financial condition and results
of operations, and (d) Seller has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits
and risks of entering into this Agreement and consummating the transactions
contemplated hereby.
4. Each of Azimuth and ELXSI hereby further represents, warrants and
acknowledges (as to itself) to Seller as follows: (i) such party is purchasing
its Shares for its own account and (in the case of Azimuth) for investment
purposes only and not with a view to, or for resale in connection with, any
"distribution" for purposes of federal securities laws,
<PAGE>
22
and (ii) such party understands that the Shares have not been registered under
the securities laws and are transferable only pursuant to an exemption
therefrom.
5. This Agreement shall be binding upon the transferees, successors,
assigns and legal representatives of the parties. This Agreement constitutes the
full, complete and final agreement of the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, with respect
to the subject matter hereof. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York (other than the choice of
law principles thereof). This Agreement may be executed in counterparts, each of
which shall be deemed an original but which all together shall constitute one
and the same instrument.
6. The purchase and sale of the Shares hereunder shall take place as
soon as possible by forwarding the certificates representing the Shares to
counsel for Azimuth and/or ELXSI endorsed in blank, or accompanied by a Stock
Power executed in blank, by Seller. Azimuth/ELXSI will then forward to Seller
(or its representative) a check or checks for the aggregate purchase price.
7. By its execution hereof, ELXSI also waives any obligation on the
part of any party, by virtue of any restrictive legend appearing on the
certificate or certificates representing the Shares or otherwise, to obtain or
deliver any opinion of counsel (in respect of the federal or state securities
laws, tax matters, by-law provisions or otherwise) with respect thereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
AZIMUTH CORPORATION
By:
- --------------------------- ---------------------------------
EZRA RUST MUIRHEAD Name:
Title:
ELXSI CORPORATION
By:
---------------------------------
Name:
Title:
23
EXHIBIT C
FORM OF SECURED PROMISSORY NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED PURSUANT TO SUCH ACT
OR UNLESS IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
AZIMUTH CORPORATION
SECURED PROMISSORY NOTE
$135,000 March ___, 1998
FOR VALUE RECEIVED, the undersigned, Azimuth Corporation, a Delaware
corporation ("Payor"), hereby unconditionally promises to pay to the order of
ELXSI, a California corporation ("Payee"), the principal sum of ONE HUNDRED
THIRTY FIVE THOUSAND AND 00/100 DOLLARS ($135,000) on March ___, 2000 (the
"Maturity Date"), or such earlier date as may otherwise be provided for herein,
plus interest at the rate and on the date provided for herein.
This Promissory Note (this "Note") has been issued to evidence and set
forth the terms of a $135,000 loan (the "Loan") made on March ___, 1998 by the
Payee to the Payor. The Loan was made in order to finance the purchase by the
Payor of 10,000 shares of Common Stock, par value $.001 per share, of the Payee
(the "Stock").
Section 1. Interest, Payments and Prepayments.
1.1. The unpaid principal balance of this Note shall bear interest at a
rate per annum equal to fifteen percent (15%).
1.2. Interest hereunder shall be due payable quarterly in arrears, on
the last day of March, June, September and December, commencing with June 30,
1998.
1.3. Payments and prepayments of principal and interest on this Note
shall be made in lawful money of the United States of America by wire or bank
transfer, or as otherwise designated by Payee, in immediately available funds to
an account designated in writing by Payee.
1.4. If the date on which any payment is required to be made pursuant
to the provisions of this Note occurs on a Saturday, Sunday or legal holiday
observed in the State of New York, such payment shall be due and payable on the
immediately succeeding date which is not a Saturday, Sunday or legal holiday so
observed.
1.5. The principal and interest on this Note may be voluntarily
prepaid, in whole or in part, at any time and from time to time, provided that
any principal amount so prepaid shall
<PAGE>
24
be accompanied by payment of the accrued but unpaid interest thereon.
Prepayments shall be applied first to interest and then to principal.
1.6. Nothing contained in this Note shall be deemed to establish or
require the payment of a rate of interest in excess of the maximum rate legally
enforceable. If the rate of interest called for under this Note at any time
exceeds the maximum rate legally enforceable, or if any charges payable pursuant
hereto are, according to applicable laws, construed to be interest which has the
effect of causing the interest hereunder to exceed the maximum rate legally
enforceable, the rate of interest and/or charges required to be paid hereunder
shall be automatically reduced so that the interest hereunder does not exceed
the maximum rate legally enforceable. If such interest rate and/or charges are
so reduced and thereafter the maximum rate legally enforceable is increased, the
rate of interest and/or fees required to be paid hereunder shall be
automatically increased to the maximum rate legally enforceable, which in no
event shall exceed the rate otherwise provided for in this Note.
Section 2. Pledge of Stock.
2.1. In order to secure the prompt and complete payment and performance
when due of all of the obligations of the Payor hereunder, the Payor DOES HEREBY
pledge to the Payee, and grant to the Payee and continuing first priority
security interest in, all of Payor's right, title and interest in, to and under
the following (collectively, the "Collateral"): (i) the Stock; (ii) any and all
dividends and distributions, sinking fund and redemption payments and
liquidation payments (in each case, whether in the form of cash, securities or
other property) paid on, under or with respect to any of the Stock or other
Collateral; (iii) any consideration received from the sale, exchange, lease or
other disposition of Stock or other Collateral; (iv) any and all other or
additional stock or other securities or property (including cash) paid or
distributed in respect of any Stock or other Collateral by way of stock-split,
spin-off, split-up, reclassification, combination of shares or similar
rearrangement; and (v) any other item constituting products or proceeds of the
Stock or other Collateral within the meaning of the Uniform Commercial Code of
the State of New York.
2.2. The Payor covenants and agrees that it will, at his own cost and
expense, defend its title to the Collateral and the Payee's right, title and
interest therein granted hereunder, against the claims and demands of all
persons and entities whomsoever.
2.3. Following, and during the continuance of, any Event of Default (as
hereinafter defined), the Payor irrevocably makes, constitutes, and appoints the
Payee (and all officers, employees, or agents designated by Payee) as the
Payor's true and lawful agent, proxy and attorney-in-fact, with full power of
substitution, for the purpose of taking any action and to executing any document
or instrument which the Payee may deem necessary or advisable to accomplish the
purposes of this Note, including without limitation, to: (i) transfer record
title to the Stock and other Collateral to the Payee (or its nominee or
assignee); and (ii) vote the Stock and other Collateral.
Section 3. Events of Default.
In the event that:
3.1. Payor defaults in making any payment required to be made under
this Note; or
<PAGE>
25
3.2. Payor fails to pay any principal of or interest on any
indebtedness for borrowed money, or any guarantee thereof, beyond the period of
grace, if any, provided with respect thereto, or Payor defaults in the
observance or performance of any other term, covenant, agreement, condition,
undertaking or provision contained in any agreement or instrument evidencing or
securing or related to any such indebtedness for borrowed money or guarantee, if
the effect thereof is to cause, or permit the holder or holders thereof (or a
trustee or trustees on behalf of such holder or holders) to cause, and such
holder or holders have caused, such indebtedness for money borrowed or guarantee
to become due prior to its stated maturity; PROVIDED that the aggregate amount
of all indebtedness affected as aforesaid shall equal or exceed $2,000; or
3.3. (i) Payor shall commence any case, proceeding or other action (A)
under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or any substantial part of its
assets, or shall make a formal or informal general assignment for the benefit of
its creditors; or (ii) there shall be commenced against Payor any case,
proceeding, or other action of a nature referred to in clause (i) above which
(A) results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
90 days; or (iii) Payor takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i) or (ii) above; or (iv) Payor shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due;
then, upon the occurrence and during the continuance of any such event (an
"Event of Default"), Payee (unless there shall have occurred an Event of Default
under Section 3.3, in which case the unpaid balance of this Note shall
automatically become due and payable) may, by written notice to Payor, declare
this Note due and payable, whereupon the same shall become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived.
Section 4. Miscellaneous.
4.1. All notices, requests, demands or other communications to or upon
Payor or Payee shall be deemed to have been given or made when deposited in the
mails, postage prepaid, addressed to Payor at 3600 Rio Vista Avenue, Suite A,
Orlando, Florida 32805, and to Payee at the same address. No other method of
giving notice is hereby precluded.
4.2. No failure or delay on the part of the Payee in exercising any
right, power or privilege hereunder, and no course of dealing between Payor and
Payee shall operate as a waiver thereof nor shall any single or partial exercise
of any right, power or privilege hereunder preclude the simultaneous or later
exercise of any other right, power or privilege. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which the Payee would otherwise have. No notice to or demand on Payor in any
case shall entitle the Payee to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the Payee to take
any other or further action in any circumstances without notice or demand.
<PAGE>
26
4.3. The Payor agrees to pay and save the Payee harmless against
liability for the payment of all out-of-pocket expenses arising in connection
with the enforcement of this Note, including without limitation the reasonable
fees and expenses of counsel selected by the Payee.
4.4. Upon receipt of evidence reasonably satisfactory to Payor of the
loss, theft, destruction or mutilation of this Note and of a letter of indemnity
reasonably satisfactory to Payor from the Payee, and upon reimbursement to Payor
of all reasonable expenses incident thereto, and upon surrender or cancellation
of this Note, if mutilated, Payor will make and deliver a new Note of like tenor
in lieu of such lost, stolen, destroyed or mutilated Note.
4.5. This Note shall be binding upon Payor and Payee and their
respective successors and permitted assigns. This Note, and the rights and
obligations hereunder, may not be assigned or delegated by Payor without the
prior written consent of Payee.
4.6. This Note shall be interpreted, construed and enforced in
accordance with the laws of the State of New York.
AZIMUTH CORPORATION
By:
---------------------------------
Name:
Title:
