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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. 1)*
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.
342 Madison Avenue
New York, N.Y. 10173
212-599-2535
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 1999
- --------------------------------------------------------------------------------
(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*
PF
- --------------------------------------------------------------------------------
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 6,148,725 (includes 6,589 shares issuable upon exercise of
BENEFICIALLY warrants and 5,290,990 shares issuable upon conversion of
OWNED BY 10,582 shares of Series A Preferred Stock).
EACH -------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON 0 Shares - But may be deemed to have shared power to vote
WITH a total of 2,461,762 (includes 2,480 shares issuable upon
exercise of warrants and 2,120,600 shares issuable upon
conversion of 4,241 shares of Series A Preferred Stock)
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
6,146,215 (includes 6,589 shares issuable upon exercise of
warrants and 5,290,990 shares issuable upon conversion of
10,582 shares of Series A Preferred Stock).
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 Shares - But may be deemed to have shared power to vote
a total of 2,461,762 (includes 2,480 shares issuable upon
exercise of warrants and 2,120,600 shares issuable upon
conversion of 4,241 shares of Series A Preferred Stock)
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
6,148,725
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.4
- --------------------------------------------------------------------------------
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*
PF
- --------------------------------------------------------------------------------
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 2,461,762 (includes 2,480 shares issuable upon exercise of
BENEFICIALLY warrants and 2,120,600 shares issuable upon conversion of
OWNED BY 4,241 shares of Series A Preferred Stock) except that Mr.
EACH Adler as General Partner of the partnership that serves
REPORTING as a Member of Euro America Venture Partners LLC, the
PERSON general partner of Euro-America-II, L.P., ("Euro-America),
WITH a Delaware Limited Partnership may be deemed to have
shared power to vote the Euro-America shares.
-------------------------------------------------------------
8 SHARED VOTING POWER
See response to Row 7 above
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,461,762 (includes 2,480 shares issuable upon exercise of
warrants and 2,120,600 shares issuable upon conversion of
4,241 shares of Series A Preferred Stock) except that Mr.
Adler as 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 may be deemed to have
shared power to vote the Euro-America shares.
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See response to Row 9 above
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,461,762
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
- --------------------------------------------------------------------------------
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, warrants to purchase
Class A Common Stock and Series A Convertible Preferred Stock of Cambio, Inc.
formerly Meadowbrook Rehabilitation Group, Inc. ("Cambio"). Cambio's executive
offices are located at 6006 North Mesa Street, Suite 515, El Paso, Taxas 79912.
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 Venad Administrative Services, Inc. 342 Madison Avenue
New York, N.Y. 10173
(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. Euro-America II is a Delaware Limited Partnership.
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
See 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
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 was filed as an Exhibit to the Reporting
Person's Schedule 13D dated October 22, 1998.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - 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: March 10, 1999 /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 - AGREEMENT TO FILE JOINT STATEMENT ON SCHEDULE 13D
AGREEMENT, this 2nd day of March, 1999, 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.
