<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1999
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
CAMBIO INC.
(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 8051 94-3022377
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Code Number) Identification
or organization) Number)
6006 NORTH MESA STREET
EL PASO, TEXAS 79912
(915) 581-5828
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
ALI AL-DAHWI
CHIEF EXECUTIVE OFFICER
CAMBIO INC.
6006 NORTH MESA STREET
EL PASO, TEXAS 79912
(915) 581-5828
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------------
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
SHELDON G. NUSSBAUM, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
---------------------
Approximate date of proposed sale to the public: From time to time
after the effective date of this Registration Statement.
<PAGE> 2
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
=============================================================================================================================
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 31,082,562 $ (1) $12,647,613.40 $3,516.04
per share
=============================================================================================================================
</TABLE>
(1) The prices are estimated in accordance with Rule 457(g) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the registration
fee and are $0.20, which represents the exercise price of the warrants and the
employee options, with respect to the 1,256,495 shares issuable upon the
exercise of the warrants and the 2,747,747 shares issuable upon the exercise of
the employee options, and $0.4375, which represents the closing sale price of
the Common Stock on November 4, 1999, with respect to 27,078,320 shares of
Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT SPECIFICALLY STATING THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 3
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 8, 1999
CAMBIO INC.
31,082,562 SHARES
CLASS A COMMON STOCK
These 31,082,562 shares of our Class A common stock are being offered
for sale by the selling stockholders named on pages 10 through 22 of this
prospectus. We will not receive any part of the proceeds from the sales of these
shares of our Class A common stock. We expect to receive a total of
approximately $800,848 from some of the selling stockholders through their
exercise of options and warrants to purchase shares of Class A common stock to
be sold in this offering.
Our Class A common stock trades on the OTC Bulletin Board under the
symbol "CAMB." On November 4, 1999, the closing sale price of our Class A common
stock was $0.4375 per share.
Our principal executive offices are located at Cambio Inc., 6006 North
Mesa Street, El Paso, Texas 79912 and our telephone number is (915) 581-5828.
---------------------
YOU ARE URGED TO CAREFULLY READ THE "RISK FACTORS" SECTION BEGINNING ON PAGE 3
OF THIS PROSPECTUS, WHICH DESCRIBES SPECIFIC RISKS AND CERTAIN OTHER INFORMATION
ASSOCIATED WITH AN INVESTMENT IN OUR COMPANY THAT SHOULD CONSIDERED BEFORE YOU
MAKE YOUR INVESTMENT DECISION.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is , 1999
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors......................................................................................................3
We have experienced and continue to experience operating losses, and our future profitability
is uncertain............................................................................................3
Our revenues and profitability have fluctuated and could fluctuate significantly
in the future, which may limit your ability to predict our future performance...........................3
The high level of competition we face in the telecommunications industry from
competitors who often have greater resources than us may adversely affect our
profitability............................................................................................4
Internal development efforts by our customers and new entrants to the market may
increase competition.....................................................................................4
Our industry is rapidly evolving and we may not be able to keep pace with technological
changes, which could result in a loss of revenues........................................................4
We depend on a few large customers, and the loss of one of these customers could
have a disproportionate impact on our revenues...........................................................5
We rely on strategic partners for our sales strategy and if those alliances terminate
our sales strategy would suffer..........................................................................5
We rely on our international operations and if we do not successfully address issues
related to international sales, our revenues may decrease................................................5
We are dependent on a small number of products to generate revenues to fund our
business and operations..................................................................................5
We may not be able to protect and enforce our intellectual property rights...................................6
Rights of various holders of our equity to acquire shares of Class A common stock
may dilute the future value of the Class A common stock..................................................6
We have and may in the future issue additional preferred stock which could adversely
affect the rights of holders of our common stock.........................................................7
Control of our company is concentrated among a limited number of stockholders,
who can exercise significant influence over all matters requiring stockholder approval...................7
We are dependent on key officers and employees and the loss of these personnel would harm
our ability to increase revenues.........................................................................7
Failure to obtain Year 2000 compliance may limit our ability to operate our business.........................8
Where You Can Find More Information...............................................................................8
Cautionary Statement Regarding Forward-Looking Statements........................................................10
Use of Proceeds..................................................................................................10
Selling Stockholders.............................................................................................10
Plan of Distribution.............................................................................................23
Legal Matters....................................................................................................25
Experts..........................................................................................................25
Disclosure of Commission Position on Indemnification For Securities Act Liabilities..............................25
</TABLE>
2
<PAGE> 5
RISK FACTORS
An investment in our Class A common stock involves a high degree of
risk. You should consider carefully the following risk factors, as well as the
other information included in this prospectus, in deciding whether to invest in
our Class A common stock. This prospectus contains forward-looking statements
that involve risks and uncertainties. Our actual results could differ materially
from the results discussed in the forward-looking statements. Factors that could
cause or contribute to these differences include, but are not limited to, those
discussed in this "Risk Factors" section, and elsewhere in this prospectus.
WE HAVE EXPERIENCED AND CONTINUE TO EXPERIENCE OPERATING LOSSES, AND OUR FUTURE
PROFITABILITY IS UNCERTAIN.
We do not know whether or when our business will ever be profitable. We
have generated some revenue to date, but we have experienced operating losses
since our inception. As of June 30, 1999, our accumulated deficit was
approximately $24,572,000.
OUR REVENUES AND PROFITABILITY HAVE FLUCTUATED AND COULD FLUCTUATE SIGNIFICANTLY
IN THE FUTURE, WHICH MAY LIMIT YOUR ABILITY TO PREDICT OUR FUTURE PERFORMANCE.
Our revenues and profitability may vary significantly from fiscal
quarter to fiscal quarter as well as in comparison to the corresponding fiscal
quarter of the preceding year. Period-to-period comparisons of our results of
operations may not be meaningful, and you should not rely upon them as
indications of our future performance.
Some of the factors that may contribute to future fluctuations in our
quarterly and annual operating results include:
o development and introduction of new operating systems and new product
development expenses
o our introduction or enhancement of our products;
o changes in our pricing policies or those of our competitors;
o technological changes in computer systems and environments;
o market readiness to deploy systems management products for distributed
computing environments; and
o customer order deferrals in anticipation of new products and product
enhancements.
3
<PAGE> 6
THE HIGH LEVEL OF COMPETITION WE FACE IN THE TELECOMMUNICATIONS INDUSTRY FROM
COMPETITORS WHO OFTEN HAVE GREATER RESOURCES THAN US MAY ADVERSELY AFFECT OUR
PROFITABILITY.
The markets in which we operate are competitive, highly fragmented and
rapidly changing. In order to compete effectively, we will have to enhance our
current products, enhance the operability of our products with one another and
develop new products in a timely fashion. We anticipate continued growth in
competition in the telecommunications industry and consequently, the entrance of
new competitors into the software systems market in the future.
The principal competitive factors in our market are quality,
performance, price, customer support and training, business reputation, and
product attributes such as scalability, compatibility, functionality and
acceptance. In addition, we compete with a number of companies that have
substantially greater financial, technical, sales, marketing and other resources
as well as greater name recognition than we do. As a result, our competitors may
be able to adapt more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the promotion and sale
of their products and services than we can. In addition, this can mean lower
prices for our products. We may not be able to compete successfully with our
existing competitors, including Granite Systems, Inc., MetaSolve Corp., Architel
Systems Corporation and Eftia OSS Solutions Inc. or with new competitors.
INTERNAL DEVELOPMENT EFFORTS BY OUR CUSTOMERS AND NEW ENTRANTS TO THE MARKET MAY
INCREASE COMPETITION.
We cannot be certain that in the future some of our customers will not
internally develop products which we currently sell to them. Also, we cannot be
certain that some of the leading communications equipment manufacturers will not
attempt to enter our market, thus overwhelming us with their vast resources. In
addition, we cannot be certain that one or more of our competitors will not
develop superior products or that these products will not achieve greater market
acceptance than our products. Finally, the acquisition by a third party of one
of our major customers could result in the loss of that customer and reduce our
sales.
OUR INDUSTRY IS RAPIDLY EVOLVING AND WE MAY NOT BE ABLE TO KEEP PACE WITH
TECHNOLOGICAL CHANGES, WHICH COULD RESULT IN A LOSS OF REVENUES.
The market for our products is characterized by rapid technological
developments, evolving industry standards and rapid changes in customer
requirements. The introduction of products embodying new technologies, the
emergence of new industry standards or changes in customer requirements could
render our existing products obsolete and unmarketable. We have in the past
experienced delays in product development, and there can be no assurance that we
will not experience further delays in connection with our current product
development or future development activities. As a result, our success depends
upon our ability to continue to enhance existing products, respond to changing
customer requirements and develop and introduce in a
4
<PAGE> 7
timely manner, new products that keep pace with technological developments and
emerging industry standards.
WE DEPEND ON A FEW LARGE CUSTOMERS, AND THE LOSS OF ONE OF THESE CUSTOMERS COULD
HAVE A DISPROPORTIONATE IMPACT ON OUR REVENUES.
In fiscal year 1999, we generated revenues from 15 customers, some of
which have exceeded 10% of revenues. This concentration of customers can cause
our revenues and earnings to fluctuate from quarter to quarter based on these
customers' requirements and the timing of their orders. None of our major
customers has any obligation to purchase additional products or services, and
these customers generally have acquired fully-paid licenses to their installed
systems. Therefore, there can be no assurance that any of our major customers
will continue to purchase new systems, systems enhancements and services in
amounts similar to previous years. A reduction, delay or cancellation in orders
from any of our major customers would lower our revenues. In addition, the
acquisition by a third party of one of our major customers could result in the
loss of that customer and could disrupt a significant source of revenue.
WE RELY ON STRATEGIC PARTNERS FOR OUR SALES STRATEGY AND IF THOSE ALLIANCES
TERMINATE OUR SALES STRATEGY WOULD SUFFER.
Our sales strategy is primarily focused on sales made through our
alliance with Hewlett Packard and with Oracle. Under our agreement with Hewlett
Packard, we jointly market our software and services. We have a similar
arrangement with Oracle. Our sales efforts would be significantly damaged if
these alliance were terminated.
WE RELY ON OUR INTERNATIONAL OPERATIONS AND IF WE DO NOT SUCCESSFULLY ADDRESS
ISSUES RELATED TO INTERNATIONAL SALES, OUR REVENUES MAY DECREASE.
Our revenues are materially dependent on international sales.
Consequently, international operations subject us to a number of risks inherent
in developing products for sale outside of the United States, including the
potential loss of developed technology, imposition of governmental controls,
political and economic instability, trade restrictions, difficulties in managing
international operations, cultural differences in the conduct of business,
longer accounts receivable payment cycles, unexpected changes in regulatory
requirements and royalty and withholding taxes that restrict the repatriation of
earnings, tariffs and other trade barriers, the burden of complying with a wide
variety of foreign laws, and the risk of foreign currency translation gains and
losses.
WE ARE DEPENDENT ON A SMALL NUMBER OF PRODUCTS TO GENERATE REVENUES TO FUND OUR
BUSINESS AND OPERATIONS.
5
<PAGE> 8
Because we have limited resources, we must restrict our product
development efforts to a relatively small number of products and operating
systems. These efforts may not be successful or, even if successful, any
resulting products or operating systems may not achieve market acceptance. As a
result, if we misjudge the market for or are delayed in the production of a
particular product, we will see a decrease in our revenues.
WE MAY NOT BE ABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS.
We rely on a combination of copyright, trademark and trade secret laws,
confidentiality procedures and licensing arrangements to establish and protect
our proprietary rights. Presently, we have no patents, no patent applications on
file, and have no intent to file patent applications in the near future. As part
of our confidentiality procedures, we generally enter into non-disclosure
agreements with our employees, distributors and corporate partners, and license
agreements with respect to our software, documentation and other proprietary
information. Despite these precautions, it may be possible for a third party to
copy or otherwise obtain and use our products or technology without
authorization, or to develop similar technology independently. Policing
unauthorized use of our products is difficult and, although we are unable to
determine the extent to which piracy of our software products exists, software
piracy can be expected to be a persistent problem.
In selling our products, we rely on both signed license agreements and
"shrink wrap" licenses that are not signed by licensees and, therefore, may be
unenforceable under the laws of some jurisdictions. In addition, effective
protection of intellectual property rights is unavailable or limited in certain
foreign countries. The protection of our proprietary rights may not be adequate
and our competitors may independently develop similar technology, duplicate our
products or design around any of our intellectual property rights.
We are not aware that any of our products infringe the proprietary
rights of third parties. However, third parties may claim such infringement by
us with respect to current or future products. We expect that software product
developers will increasingly be subject to such claims as the number of products
and competitors in our industry segment grows and the functionality of products
in the industry segment overlaps.
RIGHTS OF VARIOUS HOLDERS OF OUR EQUITY TO ACQUIRE SHARES OF CLASS A COMMON
STOCK MAY DILUTE THE FUTURE VALUE OF THE CLASS A COMMON STOCK.
As of November 4, 1999, there were outstanding a total of 51,073 shares
of our Series B convertible preferred stock. These shares presently are
convertible, at any time at the option of their holders, into an aggregate of
25,536,500 shares of our Class A common stock. These shares of preferred stock
also have anti-dilution protections, which could make them convertible into
additional shares of Class A common stock.
6
<PAGE> 9
As of November 4, 1999, we also had issued warrants to purchase
1,256,495 shares of our Class A common stock at an exercise price of $0.20 per
share.
WE HAVE AND MAY IN THE FUTURE ISSUE ADDITIONAL PREFERRED STOCK WHICH COULD
ADVERSELY AFFECT THE RIGHTS OF HOLDERS OF OUR COMMON STOCK.
Our board of directors has the authority to issue up to 1,000,000
shares of our preferred stock and to determine the price, rights, preferences
and privileges of those shares without any further vote or action by the
stockholders. We presently have outstanding 51,073 shares of Series B
convertible preferred stock. Preferred stockholders could adversely affect the
rights of holders of Class A common stock by:
o exercising voting, redemption and conversion rights to the detriment of
the holders of Class A common stock;
o receiving preferences over the holders of common stock regarding or
surplus funds in the event of our dissolution or liquidation;
o delaying, deferring or preventing a change in control of our company;
and
o discouraging bids for our common stock at a premium over the market
price of the Class A common stock.
CONTROL OF OUR COMPANY IS CONCENTRATED AMONG A LIMITED NUMBER OF STOCKHOLDERS,
WHO CAN EXERCISE SIGNIFICANT INFLUENCE OVER ALL MATTERS REQUIRING STOCKHOLDER
APPROVAL.
As of November 4, 1999, our present directors, executive officers and
their respective affiliates and related entities beneficially owned
approximately 45% of our Class A common stock and common stock equivalents. In
addition, most of these persons have preemptive rights which, if exercised, will
maintain the level of their percentage of ownership of our company. These
stockholders can exercise significant influence over all matters requiring
stockholder approval, including the election of directors and the approval of
significant corporate transactions. This concentration of ownership may also
potentially delay or prevent a change in control of our company. In this regard,
you should also review the "Rights of certain holders of our equity to acquire
shares of Class A common stock may dilute the future value of the Class A common
stock" and "We have and may in the future issue additional preferred stock which
could adversely affect the rights of holders of our common stock" risk factors
in other parts of this section, and the "Selling Stockholders" section later in
this prospectus.
WE ARE DEPENDENT ON KEY OFFICERS AND EMPLOYEES AND THE LOSS OF THESE PERSONNEL
WOULD HARM OUR ABILITY TO INCREASE REVENUES.
7
<PAGE> 10
We are highly dependent on the principal members of our management
staff, including Ali Al-Dahwi, our President and Chief Executive Officer, Steven
B. Dong, our Executive Vice President of Operations, Anas El-Mahdi our Vice
President of Business Development, and K. Crandal McDougall, our Vice President
and Chief Financial Officer, the loss of whose services would harm our ability
to increase revenues. We have entered into employment agreements with Mr.
Al-Dahwi and Mr. Dong. We have not entered into employment agreements with Mr.
El-Mahdi and Mr. McDougall and do not maintain any key-person life insurance
policy on any employee.
FAILURE TO OBTAIN YEAR 2000 COMPLIANCE MAY LIMIT OUR ABILITY TO OPERATE OUR
BUSINESS.
We have evaluated the potential impact of the Year 2000 difficulties on
the processing of date-sensitive information by our computerized information
system and believe that our systems are year 2000 compliant. The Year 2000
problem is the result of computer programs being written using two digits
(rather than four) to define the applicable year. Any of our computer programs
that have time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000, which could result in miscalculations or system
failures. Based on our information, the costs of addressing the potential
problems are not expected to have a significant impact on our financial
position, liquidity or results of operations in future periods. Our software
product, netRunner(TM) is year 2000 compliant. Our prior product offering in its
final release was year 2000 compliant. However, earlier versions of that product
prior to its final version were not year 2000 compliant.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may inspect
and copy any document we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W. Washington, D.C. 20549 or at the SEC's other public reference
facilities in New York, New York, or Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's web site on the Internet
at http://www.sec.gov. This web site contains reports, proxy and information
statements and other information regarding our company and other registrants
that file electronically with the SEC.
We have filed a registration statement on Form S-3 with the SEC
covering the shares of Class A common stock being offered by means of this
prospectus. We are allowed to "incorporate by reference" the information
contained in documents we file with the SEC, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below, and any future filings made with the
8
<PAGE> 11
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, until the selling stockholders sell all the shares:
o Our annual report on Form 10-KSB for the year ended June 30, 1999;
o Our proxy statement dated October 15, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning our Secretary at Cambio Inc., 6006 North Mesa Street, El Paso, Texas
79912, telephone number (915) 581-5828.
You should rely on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not makean offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
9
<PAGE> 12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus (including the documents incorporated by reference in
this prospectus) contains certain "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995 and information relating to us
that are based on the beliefs of our management, as well as assumptions made by
and information currently available to our management. When used in this
prospectus, the words "estimate," "project," "believe," "anticipate," "intend,"
"expect" and similar expressions are intended to identify forward-looking
statements. Such statements reflect our current views with respect to future
events. These statements are subject to risks and uncertainties that could cause
actual results to differ materially from those contemplated in the
forward-looking statements. Many of these risks are discussed under the "Risk
Factors" section appearing earlier in this prospectus. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We do not have any obligation to publicly release
any revisions to these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of our
Class A common stock by the selling stockholders. We expect to receive a total
of approximately $800,848 from some of the selling stockholders through their
exercise of options and warrants to purchase shares of Class A common stock to
be sold in this offering. These proceeds will be used for working capital and
general corporate purposes.
SELLING STOCKHOLDERS
The following table sets forth information as of November 4, 1999
except as otherwise noted, with respect to the number of shares of Class A
common stock beneficially owned by each of the selling stockholders.
The selling stockholders are offering for sale up to 31,082,562 shares
of our Class A common stock. Included in these shares of Class A common stock
are shares which are issuable to the selling stockholders upon the conversion of
shares of our Series B preferred stock owned by the selling stockholders, upon
the exercise of warrants to purchase shares of our Class A common stock and upon
the exercise of options to purchase shares of our Class A common stock. The
shares of Series B preferred stock and the warrants were issued to the selling
stockholders as of May 3, 1999 in connection with a private placement financing.
The Series B preferred stock is convertible into Class A common stock by
dividing (a) $100.00 per share (the price paid for each share of preferred
stock) by (b) $0.20 per share (as adjusted from time to time for certain events
of dilution.) As of November 4, 1999, each share of Series B preferred stock was
convertible into 500 shares of Class A common stock.
10
<PAGE> 13
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES OF CLASS A COMMON STOCK NUMBER OF NUMBER OF
BENEFICIALLY OWNED BEFORE THE OFFERING SHARES OF SHARES
CLASS A OF CLASS A
---------------------------------------------------------- COMMON COMMON
SELLING STOCKHOLDER STOCK STOCK
REGISTERED BENEFICIALLY
HEREIN OWNED AFTER
THE
OFFERING
SHARES SHARES SHARES SHARES
CURRENTLY ISSUABLE ISSUABLE ISSUABLE
HELD UPON THE UPON THE UPON THE
CONVERSION EXERCISE OF EXERCISE OF
OF PREFERRED OPTIONS AND OPTIONS AND
STOCK WARRANTS WARRANTS
WHICH ARE WHICH ARE
EXERCISABLE NOT
WITHIN 60 IMMEDIATELY
DAYS EXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Frederick R. Adler(1) 1,162,734 11,161,500 120,052 0 12,444,286 0
1520 South Ocean Blvd.
Palm Beach, FL 33480
- ---------------------------------------------------------------------------------------------------------------------------------
Euro-America-II, L.P. 338,686 3,513,500 120,052 0 3,972,238 0
c/o Venad Administrative
Services, Inc.
342 Madison Avenue
New York, NY 10173
- ---------------------------------------------------------------------------------------------------------------------------------
2001 Partners, L.P. 13,741 0 292,443 0 306,184 0
c/o Venad Administrative
Services, Inc.
342 Madison Avenue
New York, NY 10173
- ---------------------------------------------------------------------------------------------------------------------------------
Philip Chapman(2) 3,141 250,000 15,000 0 268,141 0
c/o Venad Administrative
Services, Inc.
342 Madison Avenue
New York, NY 10173
- ---------------------------------------------------------------------------------------------------------------------------------
Susan R. Chapman(3) 3,141 250,000 15,000 0 268,141 0
c/o Venad Administrative
Services, Inc.
342 Madison Avenue
New York, NY 10173
- ---------------------------------------------------------------------------------------------------------------------------------
Carl Kaplan c/o Fulbright & 0 75,000 4,500 0 79,500 0
Jaworski L.L.P.
666 Fifth Avenue
New York, NY 10103
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
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<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Marden 3,926 1,000,000 0 0 1,003,926 0
1290 South Ocean Blvd.
Palm Beach, FL 33480
- ---------------------------------------------------------------------------------------------------------------------------------
Jay Nickse 0 50,000 3,000 0 53,000 0
77 Putting Green Road
Trumbull, CT 06611
- ---------------------------------------------------------------------------------------------------------------------------------
Joseph K. Pagano 3,926 500,000 30,000 0 533,926 0
434 E. Cooper Street
Suite 201
Aspen, CO 81611
- ---------------------------------------------------------------------------------------------------------------------------------
Christopher D. Illick 0 0 121,500 0 121,500 0
c/o Brean Murray & Co.,
Inc.
570 Lexington Avenue
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------------------
Berol Family Trust FBO 0 500,000 0 0 500,000 0
Margaret Beattie
c/o Trainer, Wortham
845 Third Avenue, 6th Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------------------
Trust U/W Kenneth Berol 0 500,000 0 0 500,000 0
FBO John A. Berol
c/o Trainer, Wortham
845 Third Avenue, 6th Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------------------
Trust U/W Kenneth Berol 0 500,000 0 0 500,000 0
FBO David N. Berol
c/o Trainer, Wortham
845 Third Avenue, 6th Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------------------
A. Alexander Arnold III 0 250,000 0 0 250,000 0
c/o Trainer, Wortham
845 Third Avenue, 6th Floor
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------------------
Jim Joy 0 500,000 0 0 500,000 0
c/o CVC Capital
Citicorp Venture Capital
Floor 14, Zone 4
399 Park Avenue
New York, NY 10043
- ---------------------------------------------------------------------------------------------------------------------------------
Anthony Pantaleoni 0 250,000 0 0 250,000 0
c/o Fulbright & Jaworski
L.L.P.
666 Fifth Avenue
New York, NY 10103
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 15
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
C. Nicholas Potter 0 300,000 0 0 300,000 0
120 Horseshoe Road
Mill Neck, NY 11765
- ---------------------------------------------------------------------------------------------------------------------------------
Chance Vought 0 1,250,000 0 0 1,250,000 0
c/o Providence Capital
19 Fulton Street, Suite 306
New York, NY 10038
- ---------------------------------------------------------------------------------------------------------------------------------
The Travelers Insurance 0 4,500,000 0 0 4,500,000 0
Company
388 Greenwich Street
New York, NY 10013
- ---------------------------------------------------------------------------------------------------------------------------------
Robert Annunziata 0 200,000 0 0 200,000 0
95 Minnisink Road
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Stephanie Bier Toledano 0 0 10,000 0 10,000 0
45 Kore-Hadorot Street
Jerusalem 93393 Israel
- ---------------------------------------------------------------------------------------------------------------------------------
Excess Capital LLC 0 100,000 0 0 100,000 0
1 West 67th Street- #310
New York, NY 10023
Attn: John Stuart
- ---------------------------------------------------------------------------------------------------------------------------------
Gary and Stephanie 0 200,000 0 0 200,000 0
Escandon
204 New York Blvd.
Sea Girt, NJ 08750
- ---------------------------------------------------------------------------------------------------------------------------------
Thomas Finnegan III 0 100,000 0 0 100,000 0
943 Whitepoint Court
Charleston, SC 29412
- ---------------------------------------------------------------------------------------------------------------------------------
Andrea Fraenkel(4) 0 200,000 260,000 0 460,000 0
253 Hartshorn Drive
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Fred Fraenkel(5) 0 200,000 260,000 0 460,000 0
253 Hartshorn Drive
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Gabrielle Fraenkel ugma 0 0 40,000 0 40,000 0
c/o Fred Fraenkel
253 Hartshorn Drive
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Samuel Fraenkel ugma 0 0 40,000 0 40,000 0
c/o Fred Fraenkel
253 Hartshorn Drive
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 16
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jeremy Fraenkel ugma 0 0 40,000 0 40,000 0
c/o Fred Fraenkel
253 Hartshorn Drive
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Barnet Fraenkel 0 0 10,000 0 10,000 0
c/o Fred Fraenkel
253 Hartshorn Drive
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Judith Green 0 0 10,000 0 10,000 0
732 Jim Isle Drive
Charleston, SC 29412
- ---------------------------------------------------------------------------------------------------------------------------------
Hollywell Investments Pty 0 200,000 0 0 200,000 0
Ltd.
Level 52- Rialto South
Tower
525 Collins Street
Melbourne VIC 3000,
Australia
- ---------------------------------------------------------------------------------------------------------------------------------
Elise Kimmel 0 200,000 0 0 200,000 0
76 Old Hollow Road
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Jagen Nominees Pty Ltd 0 200,000 0 0 200,000 0
(ACN 073 513 738)
Level 9, 161 Collins Street
Melbourne 3000
Australia
- ---------------------------------------------------------------------------------------------------------------------------------
Robert Lax 0 0 10,000 0 10,000 0
35 Burr Road
Maplewood, NJ 07040
- ---------------------------------------------------------------------------------------------------------------------------------
Norman Merksamer 0 200,000 0 0 200,000 0
64 Lincoln Road
Scarsdale, NY 10583
- ---------------------------------------------------------------------------------------------------------------------------------
Frederick W. Moran 0 200,000 0 0 200,000 0
ING Baring Furman Selz
LLC
55 East 52nd Street-15th
Floor
New York, NY 10055
- ---------------------------------------------------------------------------------------------------------------------------------
Lillian Rinchiuso 0 0 20,000 0 20,000 0
310 Greenwich Street
New York, NY 10013
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE> 17
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard Silberg 0 0 10,000 0 10,000 0
c/o Fred Fraenkel
253 Hartshorn Drive
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Nancy Silberg 0 0 10,000 0 10,000 0
c/o Fred Fraenkel
253 Hartshorn Drive
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Deborah Sroka 0 0 25,000 0 25,000 0
12 Saratoga Way
Short Hills, NJ 07078
- ---------------------------------------------------------------------------------------------------------------------------------
Janet Toledano(6) 0 200,000 295,000 0 495,000 0
51 Duffield Drive
South Orange, NJ 07079
- ---------------------------------------------------------------------------------------------------------------------------------
Udi Toledano(7) 0 200,000 295,000 0 495,000 0
c/o Andromeda Enterprises,
Inc.
545 Madison Avenue
New York, NY 10022
- ---------------------------------------------------------------------------------------------------------------------------------
Janet Toledano U/A DTD 0 0 60,000 0 60,000 0
9/2/93 F/B/O Alexander
and Anna Toledano
51 Duffield Drive
South Orange, NJ 07079
- ---------------------------------------------------------------------------------------------------------------------------------
Gideon Toledano 0 0 10,000 0 10,000 0
19 Abarbanel Street
Jerusalem 92425 Israel
- ---------------------------------------------------------------------------------------------------------------------------------
Marshall Tycher 0 200,000 0 0 200,000 0
c/o Roseland Property
Company
140 Eagle Rock Avenue
Roseland, NJ 07068
- ---------------------------------------------------------------------------------------------------------------------------------
Gari Grimm 16 750,000 0 200,000 950,016 0
2005 East Lake
Sammamish Place S.E.
Issaquah, WA 98029
- ---------------------------------------------------------------------------------------------------------------------------------
Phifer Consulting Group, 0 1,000,000 0 0 1,000,000 0
Inc.
P.O. Box 119
Lakewood, WA 98259
- ---------------------------------------------------------------------------------------------------------------------------------
Greylock Equity LP 19,270 0 0 0 19,270 0
755 Page Mill Road # 100
Palo Alto, CA 94304
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE> 18
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Highland Capital Partners II 11,468 0 0 0 11,468 0
LP
Two International Place
22nd Floor
Boston, MA 02110
- ---------------------------------------------------------------------------------------------------------------------------------
Norwest Capital Partners IV 5,247 0 0 0 5,247 0
245 Lytton Avenue
Palo Alto, CA 94301-1426
- ---------------------------------------------------------------------------------------------------------------------------------
Partech International 1,417 0 0 0 1,417 0
50 California Street
#3200
San Francisco, CA 94111
- ---------------------------------------------------------------------------------------------------------------------------------
Mozer Technology Partners 119 0 0 0 119 0
550 S. Frances
Sunnyvale, CA 94086
- ---------------------------------------------------------------------------------------------------------------------------------
The Yankee Group 27 0 0 0 27 0
200 Portland Street
Boston, MA 02114
- ---------------------------------------------------------------------------------------------------------------------------------
WS Investment Company 16 0 0 0 16
c/o Cambio, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Alan M. Warshaw 11 0 0 0 11 0
628 Forest Avenue
Apt. 11E
Palo Alto, CA 94301-1426
- ---------------------------------------------------------------------------------------------------------------------------------
Ann Zeichner 9 0 0 0 9 0
1443 Arbor Avenue
Los Altos, CA 94024
- ---------------------------------------------------------------------------------------------------------------------------------
Jim Cook 9 0 0 0 9 0
3506 241st Avenue SE
Issaquah, WA 98029
- ---------------------------------------------------------------------------------------------------------------------------------
Valerie Anderson 8 0 0 0 8 0
90 S. Cascade
Colorado Springs, CO
80903
- ---------------------------------------------------------------------------------------------------------------------------------
Marington Consulting 8 0 0 0 8 0
Services
518 Crofton Avenue
Oakland, CA 94610
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE> 19
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred Klerks 950 0 0 0 950 0
The Whitehouse
Dean Hill, West Dean
Nr. Salisbury, Wiltshire,
SP5 1HN
England
- ---------------------------------------------------------------------------------------------------------------------------------
DSW Consulting 3 0 0 0 3 0
1247 Burkette Drive
San Jose, CA 95129
- ---------------------------------------------------------------------------------------------------------------------------------
David Knopf 2 0 0 0 2
2518 42nd Avenue
San Francisco, CA 94116
- ---------------------------------------------------------------------------------------------------------------------------------
Richard Goldman 2 0 0 0 2 0
12064 Timberlake Drive
Cincinnati, OH 45249
- ---------------------------------------------------------------------------------------------------------------------------------
Stephen Adley 2 0 0 0 2 0
153 Randolph Avenue
Milton, MA 02187
- ---------------------------------------------------------------------------------------------------------------------------------
Gerry McDonald 2 0 0 0 2 0
17 Corpse Way
Finchampstead,
Wokingham, Berks, RG11
4EJ England
- ---------------------------------------------------------------------------------------------------------------------------------
Craig Rees 2 0 0 0 2 0
2207 Eastwood Drive
Richardson, TX 75080
- ---------------------------------------------------------------------------------------------------------------------------------
Krisjan Hoover 2 0 0 0 2 0
615 W. South Street
Anaheim, CA 92805
- ---------------------------------------------------------------------------------------------------------------------------------
Charlie McCall 1 0 0 0 1 0
342 Arbor Court
Euless, TX 76039
- ---------------------------------------------------------------------------------------------------------------------------------
Eric S. Smith 1 0 0 0 1 0
1302 Park Place, # 45
Hoboken, NJ 07030
- ---------------------------------------------------------------------------------------------------------------------------------
Chris Billington 1 0 0 0 1 0
117 Eucalyptus Drive
San Francisco, CA 94132
- ---------------------------------------------------------------------------------------------------------------------------------
Frances Vizzini 1 0 0 0 1 0
3944 Caminito
San Diego, CA 92130
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE> 20
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harold Kroeger 1 0 0 0 1 0
1815 Oak Avenue
Menlo Park, CA 94025
- ---------------------------------------------------------------------------------------------------------------------------------
Matt Jazinski 1 0 0 0 1 0
Seven Embry Court
Newark, DE 19711
- ---------------------------------------------------------------------------------------------------------------------------------
Larry North 1 0 0 0 1 0
785 Wendt Terrace
Laguana Beach, CA 92651
- ---------------------------------------------------------------------------------------------------------------------------------
Kathryn Pattison 1 0 0 0 1 0
5138 Alcova Route
Box 16
Casper, WY 82604
- ---------------------------------------------------------------------------------------------------------------------------------
Dave Sorbo 1 0 0 0 1 0
2730 Clark Avenue
Long Beach, CA 90815
- ---------------------------------------------------------------------------------------------------------------------------------
Don Harris 59 0 0 0 59 0
4481 Montgomery Street
Oakland, CA 94611
- ---------------------------------------------------------------------------------------------------------------------------------
Tony Nguyen 94 0 0 0 94 0
2261 42nd Street, #C7
Astoria, NY 11105
- ---------------------------------------------------------------------------------------------------------------------------------
B. Zachmann 30 0 0 0 30 0
101 28th Avenue, #3
San Mateo, CA 94403
- ---------------------------------------------------------------------------------------------------------------------------------
Norbert Cazabat 310 0 0 0 310 0
2109 Tiburon Drive
Carrollton, TX 75006
- ---------------------------------------------------------------------------------------------------------------------------------
Anthony Gilbert 31 0 0 0 31 0
369 Amity Road
Andover, NJ 07821
- ---------------------------------------------------------------------------------------------------------------------------------
G. McDonald 467 0 0 0 467 0
17 Corpse Way
Finchampstead,
Wokingham
Berks, RG11 4EJ England
- ---------------------------------------------------------------------------------------------------------------------------------
S. Russo 310 0 0 0 310 0
219 Lake View Way
Leesburg, VA 20176
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE> 21
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Godley 89 0 0 0 89 0
26 Winchgrove Road
Bracknell, Berkshire RG12
2E2
England
- ---------------------------------------------------------------------------------------------------------------------------------
Norwest Equity Partners 5,546 0 0 0 5,546 0
245 Lytton Avenue
Palo Alto, CA 94301-1426
- ---------------------------------------------------------------------------------------------------------------------------------
Double Black Diamond 146 0 0 0 146 0
Partners
50 California Street #3200
San Francisco, CA 94111
- ---------------------------------------------------------------------------------------------------------------------------------
Multinvest Limited 49 0 0 0 49 0
50 California Street #3200
San Francisco, CA 94111
- ---------------------------------------------------------------------------------------------------------------------------------
Parvest U.S. Partners II CV 1,654 0 0 0 1,654 0
50 California Street #3200
San Francisco, CA 94111
- ---------------------------------------------------------------------------------------------------------------------------------
Tradeinvest Ltd. 98 0 0 0 98 0
c/o Cambio, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
US Growth Fund Partners 3,892 0 0 0 3,892 0
CV
c/o Cambio, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
Paul Abley 0 0 0 12,500 12,500 0
54 Dover Close
Winklebury, Basingstroke,
Hampshire RG 23 8EQ,
England
- ---------------------------------------------------------------------------------------------------------------------------------
Ali Al-Dahwi 66,771 0 250,000 833,229 1,150,000 0
6015 Torrey Pines Drive
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
A. Amoroso 0 0 8,000 25,000 33,000 0
5525 N. Stanton, 15-A
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
M. Avallone 179,825 0 0 0 179,825 0
93 Parkview Drive
Pleasantville, NY 10570
- ---------------------------------------------------------------------------------------------------------------------------------
J. Burks 0 0 8,250 24,750 33,000 0
2014 Vista Crest
Carrollton, TX 75007
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE> 22
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
L. Cameron 0 0 8,250 24,750 33,000 0
1 Moulshay Cottages,
Wildmoor, Sherfield on
Loddon, Hook,
Hampshire RG27 0HL
- ---------------------------------------------------------------------------------------------------------------------------------
Phil Capers 25,000 0 0 0 25,000 0
PO Box 803496
Dallas, TX 75380
- ---------------------------------------------------------------------------------------------------------------------------------
Jerry Cochrum 10,000 0 0 75,000 85,000 0
4109 Bonita
Plano, TX 75024
- ---------------------------------------------------------------------------------------------------------------------------------
B. Cox 0 0 1,000 16,650 17,650 0
5890 Bandolero Drive
#2052
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
T. Cryer 7,500 0 0 0 7,500 0
8653 Avondale Road
#C206
Redmond, WA 98052
- ---------------------------------------------------------------------------------------------------------------------------------
Stevan Dong 132,123 0 0 200,877 333,000 0
310 Copperstone Trail
Coppell, TX 75019
- ---------------------------------------------------------------------------------------------------------------------------------
Marie Dunell 0 0 0 20,000 20,000 0
18 Tappan Road
Wellesley, MA 02482
- ---------------------------------------------------------------------------------------------------------------------------------
Carolyn Durrett 5,000 0 0 28,000 33,000 0
6115 Escondido #25D
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Anas El-Mahdi 14,584 0 20,000 85,416 120,000 0
201, 26th of July Street
Flat 16
12411 Agouza, Cairo,
Egypt
- ---------------------------------------------------------------------------------------------------------------------------------
Ammar Esper 0 0 0 15,000 15,000 0
220 Nimbus
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
David Fiasco 0 0 5,000 70,000 75,000 0
225 Windy Court
Lewisville, TX 75077
- ---------------------------------------------------------------------------------------------------------------------------------
Sandie Foley 0 0 1,650 15,000 16,650 0
2309 Jamie Drive
Garland, TX 75040
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE> 23
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tamie Glenn 0 0 0 5,000 5,000 0
12365 Plano Road
#1204
Dallas, TX 45243
- ---------------------------------------------------------------------------------------------------------------------------------
Brenda Grant 0 0 0 25,000 25,000 0
752 Espolon Drive
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Andrew Hollands 0 0 10,000 40,000 50,000 0
PO Box 119
Lakewood, WA 98259
- ---------------------------------------------------------------------------------------------------------------------------------
Akram Kazzaz 0 0 0 25,000 25,000 0
417 Crestmont
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Sherry Larson 0 0 0 18,000 18,000 0
3229 El Morro
El Paso, TX 79904
- ---------------------------------------------------------------------------------------------------------------------------------
Naglaa Marzouk 0 0 1,000 24,000 25,000 0
345 Shadow Mountain #308
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Crandal McDougall 0 0 5,000 45,000 50,000 0
1420 Black Ridge Drive
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
R. Meneses 5,000 0 0 33,000 38,000 0
330 Bartlett, #1508
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Scott Metzger 0 0 0 20,000 20,000 0
4613 Loma Escondida Dr.
El Paso, TX 79934
- ---------------------------------------------------------------------------------------------------------------------------------
Lin Meyer 0 0 10,000 65,000 75,000 0
11420 Night Star Way
Reston, VA 20194
- ---------------------------------------------------------------------------------------------------------------------------------
Michael Munden 10,000 0 0 60,000 70,000 0
804 Dulce Tierra
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Scott Munden 0 0 10,000 66,000 76,000 0
345 Shadow Mountain,
#804
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Raul Navarro 0 0 2,000 18,000 20,000 0
6736 Marble Canyon
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE> 24
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Martin Nereen 0 0 0 20,000 20,000 0
9702 West Ferris Branch
Blvd., #432
Dallas, TX 75243
- ---------------------------------------------------------------------------------------------------------------------------------
Gilberto Olivares 0 0 0 10,000 10,000 0
1454 Plaza Roja
El Paso, TX 79912-6077
- ---------------------------------------------------------------------------------------------------------------------------------
M. Ruppaner 1,000 0 11,487 37,463 49,950 0
6255 Escondido #9D
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Reed Shellnut 0 0 5,000 20,000 25,000 0
P.O. Box 119
Lakewood, WA 98259
- ---------------------------------------------------------------------------------------------------------------------------------
A.J. Silva 0 0 0 5,000 5,000 0
1283 Elm Street
El Paso, TX 79930
- ---------------------------------------------------------------------------------------------------------------------------------
H. Tollison 1,000 0 0 16,650 17,650 0
345 Shadow Mountain #106
El Paso, TX 79912
- ---------------------------------------------------------------------------------------------------------------------------------
Gary Witts 0 0 2,000 10,000 12,000 0
78 Peveral Walk
South Ham
Basingstore
Hampshire, England RG22
6QJ
- ---------------------------------------------------------------------------------------------------------------------------------
Gordon and Eileen 25,000 0 0 0 25,000 0
Snowbarger
c/o Cambio Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 338,686 shares of Class A common stock, 3,513,500 shares of Class A
common stock issuable upon the conversion of Series B preferred stock and
120,052 shares of Class A common stock issuable upon the exercise of warrants
held by Euro-America-II, L.P., of which Mr. Adler is a partner. Mr. Adler
disclaims beneficial ownership of these shares.
(2) Includes 100,000 shares of Class A common stock issuable upon the conversion
of Series B preferred stock and 6,000 shares of Class A common stock issuable
upon the exercise of warrants held by Mr. Chapman's wife, Susan R. Chapman. Mr.
Chapman disclaims beneficial ownership of these shares.
(3) Includes 3,141 shares of Class A common stock, 150,000 shares of Class A
common stock issuable upon the conversion of Series B preferred stock and 9,000
shares of Class A common stock issuable upon the exercise of warrants held by
Ms. Chapman's husband, Philip Chapman. Ms. Chapman disclaims beneficial
ownership of these shares.
(4) Includes 100,000 shares of Class A common stock issuable upon the conversion
of Series B Preferred Stock and 65,000 shares of Class A common stock issuable
upon the exercise of warrants held by Ms. Fraenkel's husband. Also includes
120,000 shares of Class A common stock issuable upon the exercise of warrants
owned by trusts for the benefit of Ms. Fraenkel's minor children. Ms. Fraenkel
disclaims beneficial ownership of all these shares.
(5) Includes 100,000 shares of Class A common stock issuable upon the conversion
of Series B Preferred Stock and 75,000 shares of Class A common stock issuable
upon the exercise of warrants held by Mr. Fraenkel's wife. Also includes 120,000
shares of Class A common stock issuable upon the exercise of warrants owned by
trusts for the benefit of Mr. Fraenkel's minor children. Mr. Fraenkel disclaims
beneficial ownership of all these shares.
(6) Includes 100,000 shares of Class A common stock issuable upon the conversion
of Series B preferred stock and 117,500 shares of Class A common stock issuable
upon the exercise of warrants held by Ms. Toledano's husband. Also includes
60,000 shares of Class A common stock issuable upon the exercise of warrants
owned by a trust for the benefit of Ms. Toledano's minor children. Ms. Toledano
disclaims beneficial ownership of all these shares.
(7) Includes 100,000 shares of Class A common stock issuable upon the conversion
of Series B preferred stock and 117,500 shares of Class A common stock issuable
upon the exercise of warrants held by Mr. Toledano's wife. Also includes 60,000
shares of Class A common stock issuable upon the exercise of warrants owned by a
trust for the benefit of Mr. Toledano's minor children. Mr. Toledano disclaims
beneficial ownership of all these shares.
22
<PAGE> 25
PLAN OF DISTRIBUTION
We are registering the shares of Class A common stock on behalf of the
selling stockholders. We will pay all costs, expenses and fees in connection
with this registration, except that the selling stockholders will pay
underwriting discounts and selling commissions, if any. We will not receive any
of the proceeds from the sale of the shares by the selling stockholders. When we
refer to the "selling stockholders" in this prospectus, that term includes
donees and pledgees selling shares of Class A common stock under this prospectus
which were received from the selling stockholders.
The selling stockholders may sell their shares at various times in one
or more of the following transactions:
o on the OTC Bulletin Board (or any other exchange on which the shares
may be listed);
o in the over-the-counter market;
o in negotiated transactions other than on such exchange;
o by pledge to secure debts and other obligations;
o in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions, in covering previously established
short positions and in settlement of other transactions in standardized
or over-the-counter options; or
o in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The selling stockholders may
sell shares directly or may use broker-dealers to sell their shares. The
broker-dealers will either receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of shares. This
compensation may be in excess of customary commission.
The selling stockholders may also sell all or a portion of their shares
under Rule 144 under the Securities Act of 1933, or may pledge shares as
collateral for margin accounts. These shares could then further be resold
pursuant to the terms of such accounts.
Under certain circumstances, the selling stockholders and any
broker-dealers that participate in the distribution might be deemed to be
"underwriters" within the meaning of the Securities Act and any commission
received by them and any profit on the resale of the shares of common stock as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. The selling stockholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act. Liabilities under the federal securities laws cannot be waived.
23
<PAGE> 26
Because the selling stockholders may be deemed to be "underwriters"
under the Securities Act, the selling stockholders will be subject to prospectus
delivery requirements under the Securities Act. Furthermore, in the event of a
"distribution" of their shares, the selling stockholders, any selling broker or
dealer and any "affiliated purchasers" may be subject to Rule 10b-6 under the
Exchange Act or Regulation M under the Exchange Act, which prohibits, with
certain exceptions, any such person from bidding for or purchasing any security
which is the subject of such distribution until such person's participation in
that distribution is completed. In addition, Rule 10b-7 under the Exchange Act
or Regulation M prohibits any "stabilizing bid" or "stabilizing purchase" for
the purpose of pegging, fixing or stabilizing the price of the Class A common
stock in connection with this offering. We have informed the selling
stockholders that the anti-manipulative provisions of Regulation M promulgated
under the Exchange Act may apply to their sales in the market.
If we are notified by the selling stockholders that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a supplement to
this prospectus, if required, under Rule 424(b) under the Securities Act,
disclosing the following:
o the names of the selling stockholders and of the participating
broker-dealer(s);
o the number of shares involved;
o the price at which such shares were sold;
o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
o that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and
o other facts material to the transaction.
In addition, if we are notified by the selling stockholders that a
donee or pledgee intends to sell more than 500 shares, we will file a supplement
to this prospectus.
The selling stockholders may be entitled under agreements entered into
with us to indemnification from us against liabilities under the Securities Act.
In order to comply with certain state securities laws, if applicable,
these shares of Class A common stock will not be sold in a particular state
unless they have been registered or qualified for sale in that state or any
exemption from registration or qualification is available and complied with.
24
<PAGE> 27
LEGAL MATTERS
The validity of the issuance of the shares of Class A common stock
offered by this prospectus will be passed upon for us by Fulbright & Jaworski
L.L.P., New York, New York. As of November 4, 1999, Frederick R. Adler, who is
of counsel to the firm, beneficially owned 12,444,286 shares of our Class A
common stock, Anthony Pantaleoni, who is a member of the firm beneficially owned
250,000 shares of our Class A common stock and Carl Kaplan, who is a member of
the firm, beneficially owned 79,500 shares of our Class A common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-KSB for the year ended June 30, 1999, have been
so incorporated in reliance on the report of Grant Thornton LLP, independent
accountants, given on the authority of said firms as experts in auditing and
accounting.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our corporation is organized under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law (the "DGCL"), in general,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any lawsuit or proceeding (other than an
action by or in the right of that corporation) due to the fact that such person
is or was a director, officer, employee or agent of that corporation, or is or
was serving at the request of that corporation as a director, officer, employee
or agent of another corporation or entity. A corporation is also allowed, in
advance of the final disposition of a lawsuit or proceeding, to pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending the action, as long as the person undertakes to repay this amount
if it is ultimately determined that he or she is not entitled to be indemnified
by the corporation. In addition, Delaware law allows a corporation to indemnify
these persons against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any of them in
connection with the lawsuit or proceeding if (a) he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and (b) with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
A Delaware corporation also can indemnify its officers and directors in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that judicial approval is needed to
indemnify any officer or director who is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any such action, the corporation must indemnify him
or her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection with
25
<PAGE> 28
this action. The indemnification provided by Delaware law is not deemed to be
exclusive of any other rights to which an officer or director may be entitled
under any corporation's own organizational documents, agreements or otherwise.
As permitted by Section 145 of the DGCL, Article VI of our restated
certificate of incorporation provides that we will indemnify each person who is
or was our director, officer, employee or agent (including the heirs, executors,
administrators or estate of these individuals) or is or was serving at our
request as a director, officer, employee or agent of another entity, to the
fullest extent that the law permits. This indemnification is exclusive of any
other rights to which any of these individuals otherwise may be entitled. The
indemnification also continues after a person ceases to be a director, officer,
employee or agent of our company and inures to the benefit of the heirs,
executors and administrators of these individuals. Expenses (including
attorneys' fees) incurred in defending any lawsuit or proceeding are also paid
by us in advance of the final disposition of these lawsuits or proceedings after
we receive an undertaking from the indemnified person to repay this amount if it
is ultimately determined that he or she is not entitled to be indemnified by us.
Article VI further provides that our directors are not personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of his or her duty of loyalty
to us or our stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (which deals with unlawful dividends or stock purchases
or redemptions), or (iv) for any transaction from which he or she derived an
improper personal benefit. Our By-laws also provide that, to the fullest extent
permitted by law, we will indemnify any person who is a party or otherwise
involved in any proceeding because of the fact that he or she is or was a
director or officer of our company or was serving at our request.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to any of these foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
26
<PAGE> 29
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the Company's estimates (other than of
the SEC registration fee) of the expenses in connection with the issuance and
distribution of the shares of common stock being registered:
<TABLE>
<S> <C>
SEC registration fee ........................... $ 1,829.50
Legal fees and expenses ........................ $ 25,000*
Accounting fees and expenses ................... $ 10,000*
Miscellaneous expenses ......................... $ 13,170.50
Total: ......................................... $ 50,000
</TABLE>
* estimated
None of these expenses are being paid by the selling stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may, in advance of the final disposition of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise
27
<PAGE> 30
in the defense of any action referred to above, the corporation must indemnify
him or her against the expenses (including attorneys' fees) which he or she
actually and reasonably incurred in connection therewith. The indemnification
provided is not deemed to be exclusive of any other rights to which an officer
or director may be entitled under any corporation's by-law, agreement, vote or
otherwise.
In accordance with Section 145 of the DGCL, Article VI of the Company's
Restated Certificate of Incorporation (the "Certificate") provides that the
Company shall indemnify each person who is or was a director, officer, employee
or agent of the Company (including the heirs, executors, administrators or
estate of such person) or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted. The
indemnification provided by the Certificate shall not be deemed exclusive of any
other rights to which any of those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person. Expenses (including attorneys' fees) incurred in defending a
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Company in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
indemnified person to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Company. Article VI of
the Certificate further provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. The
By-laws of the Company provide that, to the fullest extent permitted by
applicable law, the Company shall indemnify any person who is a party or
otherwise involved in any proceeding by reason of the fact that such person is
or was a director or officer of the Company or was serving at the request of the
Company.
28
<PAGE> 31
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
<S> <C>
2.1 Agreement and Plan of Merger, dated April 3, 1998, between Meadowbrook
Rehabilitation Group, Inc., Interset, Inc., Cambio Networks, Inc., and
the securityholders named therein, filed as Exhibit 2.1 to the
Company's current report on Form 8-K dated April 22, 1998 and
incorporated herein by reference.
2.2 Agreement of Amendment, dated July 27, 1998, between Meadowbrook
Rehabilitation Group, Inc., Interset, Inc., Cambio Networks, Inc., and
the securityholders named therein, filed as Annex A to the Company's
Joint Information/Consent Solicitation Statement on Schedule 14C dated
August 14, 1998 and incorporated herein by reference.
2.3 Secured Bridge Financial Note dated April 3, 1998, between Meadowbrook
Rehabilitation Group, Inc., and Cambio Networks, Inc., filed as Exhibit
2.2 to the Company's current report on Form 8-K dated April 22, 1998
and incorporated herein by reference.
3.1 Amended and Restated Certificate of Incorporation of the Company, filed
as Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Commission File No. 33-44197) and incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company, filed as Exhibit 3.2 to
the Company's Registration Statement on Form S-1 (Commission File No.
33-44197) and incorporated herein by reference.
3.3 Certificate of the Designations, Powers, Preferences, and Rights of the
Series B Convertible Preferred Stock, filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10 QSB for the quarter ended March
31, 1999 and incorporated herein by reference.
5.1 Opinion of Fulbright & Jaworski L.L.P.
10.1 1994 Stock Incentive Plan of the Company filed as Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1995 and incorporated herein by reference.
10.2 Agreement dated February 2, 1999 by and between Harvey Glasser, the
Company and certain security holders, filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1998 and incorporated herein by reference.
</TABLE>
29
<PAGE> 32
<TABLE>
<S> <C>
10.3 Agreement dated February 2, 1999 by and between Imperial Loan
Management Corporation, Cambio, Inc. and Medbrook Home Health, Inc.,
filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB
for the quarter ended December 31, 1998 and incorporated herein by
reference.
21.1 Subsidiaries of the Company.
23.1 Consent of Grant Thornton LLP.
24.1 Power of Attorney (on the signature page attached hereto).
27.1 Financial Data Schedule, filed with the Company's Annual Report on Form
10-KSB for the year ended June 30, 1999 and incorporated herein by
reference.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the
30
<PAGE> 33
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective by the Securities and
Exchange Commission.
(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
31
<PAGE> 34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of El Paso and State of Texas on the 8th
day of November, 1999.
Cambio Inc.
By: /s/ ALI AL-DAHWI
-------------------------------
Ali Al-Dahwi
Chief Executive Officer and
Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ali Al-Dahwi and K. Crandal McDougall, or either
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and any registration statement
relating to the offering hereunder pursuant to Rule 462 under the Securities Act
of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<S> <C> <C>
/s/ Ali Al-Dahwi Chief Executive Officer and Director November 8, 1999
- ----------------------------- (Principal Executive Officer)
Ali Al-Dahwi
/s/ K. Crandal McDougall Chief Financial Officer November 8, 1999
- ----------------------------- (Principal Financial and
K. Crandal McDougall Accounting Officer)
/s/ Philip Chapman Director November 8, 1999
- -----------------------------
Phillip Chapman
</TABLE>
32
<PAGE> 35
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
<S> <C>
2.1 Agreement and Plan of Merger, dated April 3, 1998, between Meadowbrook
Rehabilitation Group, Inc., Interset, Inc., Cambio Networks, Inc., and
the securityholders named therein, filed as Exhibit 2.1 to the
Company's current report on Form 8-K dated April 22, 1998 and
incorporated herein by reference.
2.2 Agreement of Amendment, dated July 27, 1998, between Meadowbrook
Rehabilitation Group, Inc., Interset, Inc., Cambio Networks, Inc., and
the securityholders named therein, filed as Annex A to the Company's
Joint Information/Consent Solicitation Statement on Schedule 14C dated
August 14, 1998 and incorporated herein by reference.
2.3 Secured Bridge Financial Note dated April 3, 1998, between Meadowbrook
Rehabilitation Group, Inc., and Cambio Networks, Inc., filed as Exhibit
2.2 to the Company's current report on Form 8-K dated April 22, 1998
and incorporated herein by reference.
3.1 Amended and Restated Certificate of Incorporation of the Company, filed
as Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Commission File No. 33-44197) and incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company, filed as Exhibit 3.2 to
the Company's Registration Statement on Form S-1 (Commission File No.
33-44197) and incorporated herein by reference.
3.3 Certificate of the Designations, Powers, Preferences, and Rights of the
Series B Convertible Preferred Stock, filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1999 and incorporated herein by reference.
5.1 Opinion of Fulbright & Jaworski L.L.P.
10.1 1994 Stock Incentive Plan of the Company filed as Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1995 and incorporated herein by reference.
10.2 Agreement dated February 2, 1999 by and between Harvey Glasser, the
Company and certain security holders, filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1998 and incorporated herein by reference.
</TABLE>
<PAGE> 36
<TABLE>
<S> <C>
10.3 Agreement dated February 2, 1999 by and between Imperial Loan
Management Corporation, Cambio, Inc. and Medbrook Home Health, Inc.,
filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB
for the quarter ended December 31, 1998 and incorporated herein by
reference.
21.1 Subsidiaries of the Company.
23.1 Consent of Grant Thornton LLP.
24.1 Power of Attorney (on the signature page attached hereto).
27.1 Financial Data Schedule, filed with the Company's Annual Report on Form
10-KSB for the year ended June 30, 1999 and incorporated herein by
reference.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
OPINION OF FULBRIGHT & JAWORSKI L.L.P.
[Letterhead of Fulbright & Jaworski L.L.P.]
November 8, 1999
Cambio Inc.
6006 North Mesa Street
El Paso, Texas 79912
Dear Sir or Madam:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement"), filed by Cambio Inc. (the "Company") on behalf of certain selling
stockholders with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), relating to 31,082,562 shares of the
Company's Common Stock, $.01 par value (the "Shares"), of which 25,536,500
shares are issuable upon conversion of the Company's Series B Convertible
Preferred Stock, $.01 par value (the "Series B Preferred"), 1,256,495 shares are
issuable upon the exercise of warrants (the "Warrants") and 2,747,747 shares are
issuable upon the exercise of employee options (the "Employee Options.")
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion the Shares issuable upon the
conversion of the Series B Preferred and the exercise of the Warrants and the
Employee Options have been duly and validly authorized and, subsequent to the
conversion of the Series B Preferred, and in the case of the Warrants and the
Employee Options, payment of the exercise price therefor, will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the prospectus contained therein and elsewhere in the Registration
Statement and prospectus. This consent is not to be construed as an admission
that we are a party whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
<PAGE> 1
EXHIBIT 21.1
Subsidiaries of the Company
- ---------------------------
Cambio Networks, Inc., a California corporation.
<PAGE> 1
December 31, 1997
Page 37
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated September 1, 1999, accompanying the
consolidated financial statements of Cambio Inc., and subsidiaries included in
the Annual Report on Form 10-KSB for the year ended June 30, 1999, which are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report and to the use of our name as it appears under the caption "Experts."
Grant Thornton LLP
San Jose, California
November 4, 1999
