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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Cambio, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
13200N 10 0
- --------------------------------------------------------------------------------
(CUSIP Number)
Jay S. Nickse
c/o Venad Administrative Services, Inc.
315 Post Road West
Westport, CT 06880
203-454-0639
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the 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 this statement [X]. (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 filed 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 the
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).
(Continued on following page(s))
<PAGE>
CUSIP No. 13200N 10 0 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick R. Adler
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 855,225 (includes 6,589 shares issuable upon exercise of
BENEFICIALLY warrants)
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0 Shares - But may be deemed to have shared power to vote
PERSON a total of 341,162 (includes 2,480 shares issuable upon
WITH exercise of warrants) shares by reason of being a General
Partner of the Partnership that serves as a Member of
Euro America Venture Partners LLC, the general partner of
Euro-America-II, L.P., ("Euro-America), a Delaware Limited
Partnership. Mr. Adler disclaims beneficial ownership of
such shares.
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
855,225 (includes 6,589 shares issuable upon exercise of
warrants)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Shares - But may be deemed to have shared power to vote
a total of 341,162 (includes 2,480 shares issuable upon
exercise of warrants) shares by reason of being a General
Partner of the Partnership that serves as a Member of
Euro America Venture Partners LLC, the general partner of
Euro-America-II, L.P., ("Euro-America), a Delaware Limited
Partnership. Mr. Adler disclaims beneficial ownership of
such shares.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,225
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13200N 10 0 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Euro-America-II, L.P. ("Euro-America")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 341,162 (includes 2,480 shares issuable upon exercise of
BENEFICIALLY warrants) except that Frederick R. Adler as a General
OWNED BY Partner of a Partnership, which is a Member of the General
EACH Partner of Euro-America may be deemed to have shared power
REPORTING to vote their shares.
PERSON -------------------------------------------------------------
WITH 8 SHARED VOTING POWER
See response to Row 7 above
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
341,162 (includes 2,480 shares issuable upon exercise of
warrants) except that Frederick R. Adler as a General
Partner of a Partnership, which is a Member of the General
Partner of Euro-America may be deemed to have shared power
to vote their shares.
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9 above
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,162
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Class A Common Stock and warrants to purchase
Class A Common Stock of Cambio, Inc. formerly Meadowbrook Rehabilitation Group,
Inc. ("Cambio"). Cambio's executive offices are located at 2000 Powell Street,
Suite 1203, Emeryville, California 94608.
Item 2. Identity and Background
(a) This statement is filed by Frederick R. Adler ("Mr. Adler")and
Euro-America-II L.P. ("Euro-America") . Mr. Adler and Euro-America are sometimes
collectively referred to as the "Reporting Persons".
The Reporting Persons may be deemed to be a "group" for the purposes of
Section 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the
"Act"), and the rules thereunder, although each expressly disclaims any
assertion or presumption that it or any other persons on whose behalf this
Statement and the Agreement attached as Exhibit 2 hereto should not be construed
to be an admission that any of the Reporting Persons is a member of a "group"
consisting of one or more persons.
(b) The address of the principal business office of Mr. Adler is c/o Adler
& Company, 1520 South Ocean Boulevard, Palm Beach, Florida 33480 and of
Euro-America is c/o Eurolink International, Inc., 690 Market Street #702, San
Francisco, California 94104.
(c) Mr. Adler is Managing Director of Adler & Company, 1520 South Ocean
Boulevard, Palm Beach, Florida 33480, a venture capital management firm, and is
a general partner of its related investment funds. Mr. Adler is of counsel to
the law firm of Fulbright and Jaworski L.L.P., 666 Fifth Avenue, New York, New
York 10103.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Agreement and Plan of Merger among Cambio, Interset (a
wholly-owned subsidiary of Cambio), Cambio Networks, Inc. (the company to be
acquired by Cambio), and certain principal shareholders of Cambio Networks, Inc.
(the "Principal Shareholders"), the Reporting Persons received .023555 shares
(or warrants to purchase shares) of Class A Common Stock of Cambio for each
share of series I preferred and common stock (or warrant to purchase common
stock) owned of Cambio Networks, Inc.
Item 4. Purpose of Transaction
The purpose of the transaction is to complete the acquisition transaction
pursuant to the Agreement and Plan of Merger described in Item 3.
Item 5. Interest in Securities of the Issuer
See Items 7 through 13 of the Schedule 13D cover page.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with an Agreement and Plan of Merger among Cambio, Interset
(a wholly owned subsidiary of Cambio), Cambio Networks, Inc. (the company to be
acquired by Cambio), and certain principal shareholders of Cambio Networks, Inc.
(the "Principal Shareholders"), the Reporting Persons have agreed to enter into
a Voting Agreement pursuant to which the Reporting Persons will agree to vote
all shares of Cambio owned, in favor of the election of three designees of the
Principal Shareholders to the Meadowbrook Board of Directors. The foregoing
description of the Voting Agreement is qualified in its entirety by the terms of
the Voting Agreement, a copy of which is filed as an Exhibit hereto.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Voting Agreement
Exhibit 2 - Agreement to File Joint Statement on Schedule 13D
<PAGE>
Signature
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.
Date: October 22, 1998 /s/ Frederick R. Adler
-----------------------------------
Frederick R. Adler, in his individual
capacity, and in his capacity as a
General Partner of a Member of the
Limited Liability Company, which is
the General Partner of Euro-America
II, L.P.
<PAGE>
EXHIBIT 1 - VOTING AGREEMENT
THIS AGREEMENT is made as of the 14th day of September, 1998 by and among
MEADOWBROOK REHABILITATION GROUP, INC., a Delaware corporation (the "Company"),
CAMBIO NETWORKS, INC., a California corporation ("Cambio"), HARVEY WM. GLASSER,
an individual resident in California ("Glasser") and certain stockholders of
Cambio whose names appear on the signature pages hereto (the "Cambio
Stockholders").
WHEREAS, in order to induce Cambio and the Cambio Stockholders to enter
into that certain Agreement and Plan of Merger dated as April 3, 1998 (the
"Merger Agreement"), the parties hereto have indicated their willingness to
enter into this Agreement upon the terms and conditions set forth below; and
WHEREAS, the parties hereto enter this Agreement for the additional purpose
of confirming the arrangements for election of directors of the Company;
IT IS HEREBY AGREED AS FOLLOWS:
1. Agreement to Vote. During the term of this Agreement, and
notwithstanding the provisions of Article Four, Section (b)(iii) of the Restated
Articles of Incorporation of the Company, Glasser shall vote or act with respect
to all shares of the Company's voting securities now owned by him (consisting of
26,261 shares of Class A Common Stock of the Company and 773,000 shares of Class
B Common Stock of the Company) and any such shares hereafter acquired by him,
whether beneficially or otherwise (the "Shares"), whether at an annual or
special meeting of stockholders or by written consent in lieu of such a meeting,
in favor of the election of three designees of the Cambio Stockholders (the
Cambio Designees") who shall be reasonably acceptable to Glasser. The Cambio
Designees shall initially be Philip Chapman and Gari Grimm. In the event of any
vacancy occurring because of death, resignation, or removal of any Cambio
Designee, Glasser shall vote his Shares in favor of the election of any
replacement director designated by the Cambio Stockholders and reasonably
acceptable to Glasser. In addition, without the consent of a majority in
interest of the Cambio Stockholders, Glasser will not vote his Shares in favor
of (i) any increase or decrease in the authorized number of directors of the
Company, which shall be six as of the effective time of the merger contemplated
by the Merger Agreement, or (ii) any amendment of the Bylaws of the Company.
2. Representations and Warranties of Glasser. Glasser hereby represents and
warrants to Cambio and the Cambio Stockholders as of the date hereof in respect
of himself as follows:
a. Authority. Glasser has all requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by Glasser and
constitutes a valid and binding obligation of Glasser enforceable in accordance
with its terms, except that such enforceability (i) may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting or relating
to the enforcement of creditors' rights generally and (ii) is subject to general
principles of equity. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, or result in any violation of, or default
(with or without notice or lapse of time or both) under any provision of, any
trust agreement, loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or regulation
applicable to Glasser or to Glasser's property or assets the effect of which, in
any case, would be material and adverse to the ability of Glasser to consummate
the transactions contemplated hereby or to comply with the terms hereof.
b. The Shares. Glasser is the beneficial and record owner of, and has the
sole right to vote, the Shares. Glasser does not own, of record and
beneficially, any shares of capital stock of the Company other than the Shares.
3. Successors in Interest of Glasser. The provisions of this Agreement
shall be binding upon the successors in interest of Glasser to any of Glasser's
Shares, excluding any purchasers of Shares in the public market.
4. Covenants of the Company. The Company agrees to take all actions
required to ensure that the rights given to Cambio and the Cambio Stockholders
hereunder are effective and that Cambio and the Cambio Stockholders enjoy the
benefits thereof. Such actions include, without limitation, the use of the
Company's best efforts to cause the election of the designees of the Cambio
Stockholders, as provided herein, as directors of the Company. The Company will
not, by any voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be performed hereunder by the Company, but
will at all times in good faith assist in the carrying out of all of the
provisions of this Agreement and in the taking of all such actions as may be
necessary or appropriate in order to protect the rights of the Shareholder
hereunder against impairment.
5. Termination. This Agreement shall terminate upon the earlier of (a) such
time as the Cambio Stockholders do not beneficially own twenty percent (20%) or
more of the total number of outstanding shares of voting securities of the
Company, or (b) September 13, 2001.
6. Amendments and Waivers. Any term hereof may be amended only with the
written consent of Glasser and a majority in interest of the Cambio
Stockholders. The observance of any term hereof may be waived; (i) with respect
to any obligation of the Cambio Stockholders, by written consent of Glasser; and
(ii) with respect to any obligation of Glasser, by written consent of a majority
in interest of the Cambio Stockholders.
7. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
8. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Delaware, without regard to the conflict of laws
provisions thereof.
9. Specific Performance. The parties to this Agreement agree that, in the
event of any breach or threatened breach by any party to this Agreement of any
covenant, obligation or other provision set forth in this Agreement for the
benefit of any other party to this Agreement, such other party shall be entitled
(in addition to any other remedy that may be available) to (a) a decree or order
of specific performance or mandamus to enforce the observance and performance of
such covenant, obligation or other provision, and (b) an injunction restraining
such breach or threatened breach.
10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11. Successors and Assigns. Except as otherwise expressly provided in this
Agreement, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date written above.
MEADOWBROOK REHABILITATION GROUP, INC.
By: Harvey Wm. Glasser
Title:
/s/ Harvey Wm. Glasser
----------------------
Harvey Wm. Glasser
CAMBIO NETWORKS, INC.
By
Title
CAMBIO STOCKHOLDERS:
/s/ Frederick R. Adler
----------------------
Frederick R. Adler
EURO-AMERICA II, L.P.
By
Title
2001 PARTNERS, L.P.
By
Title
/s/ Joseph K. Pagano
----------------------
Joseph K. Pagano
/s/ Philip R. Chapman
----------------------
Philip R. Chapman
<PAGE>
EXHIBIT 2 - AGREEMENT TO FILE JOINT STATEMENT ON SCHEDULE 13D
AGREEMENT, this 22st day of October, 1998, by and among Euro-America-II,
L.P. ("Euro-America"), a Delaware Limited Partnership and Frederick R. Adler
("Mr. Adler") on behalf of himself and as General Partner of the Partnership
that serves as a Member of the General Partner of Euro-America.
WHEREAS, the Class A Common Stock has been registered by Cambio, Inc.,
formerly Meadowbrook Rehabilitation Group, Inc., under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Act");
WHEREAS, pursuant to Rule 12d-3 under the Act, any person who holds more
than five percent (5%) of such a class of registered equity securities is
permitted to file with the Securities and Exchange Commission a statement on
Schedule 13D in certain circumstances; and
WHEREAS, Rule 13d-1 (f) under the law provides that whenever two or more
persons are permitted to file a statement on Schedule 13D with respect to the
same securities, only one such statement need be filed, provided such persons
agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties hereby agree as follows:
EURO-AMERICA AND MR. ADLER hereby agree, in accordance with Rule 13d-1 (f)
under the Act, to file the statement on Schedule 13D (the "Statement") with
respect to the Class A Common Stock beneficially owned or that may be deemed to
be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of
the Act and the rules thereunder.
EURO-AMERICA AND MR. ADLER hereby agree that this Statement shall be fled
on behalf of each of them and that a copy of this Agreement shall be filed as an
Exhibit thereto in accordance with Rule 13d-(f)(iii) under the Act.
This Agreement and the filing of the Statement shall not be construed to be
an admission that any of Euro-America and Mr. Adler are members of a "group"
pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder
consisting of one or more such persons.
IN WITNESS WHEREOF, the parties have executed this Agreement or caused this
Agreement to be signed on their behalf by their duly authorized representatives
as of the date first written above.
/s/ Frederick R. Adler
-----------------------------------
Frederick R. Adler, in his individual
capacity, and in his capacity as a
General Partner of a Member of the
Limited Liability Company, which is
the General Partner of Euro-America-
II, L.P.
