FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Quarterly Report Under Section 13 or 15(d)
Of The Securities Exchange Act Of 1934
For the Quarter Ended: March 31, 2001 Commission File No: 0-6933
CAMBEX CORPORATION
(Exact name of small business issuer as specified in its charter)
Massachusetts 04-2442959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
360 Second Avenue, Waltham, Massachusetts
(Address of principal executive offices)
02451
(Zip Code)
Issuer's telephone number, including area code: (781) 890-6000
Indicate by "X" whether the registrant (1) has filed all reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Outstanding as of March 31, 2001
Common 9,846,414 shares
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2001 AND DECEMBER 31, 2000
ASSETS
MARCH 31, DECEMBER 31,
2001 2000
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 70,137 $ 234,512
ACCOUNTS RECEIVABLE,
Less Reserves of $58,000
in 2001 and $58,000 in 2000 209,587 322,888
INVENTORIES 442,830 460,620
PREPAID EXPENSES 67,784 67,301
TOTAL CURRENT ASSETS $ 790,338 $ 1,085,321
PROPERTY AND EQUIPMENT, at cost:
MACHINERY AND EQUIPMENT $ 3,052,887 $ 3,052,887
FURNITURE AND FIXTURES 162,625 162,625
LEASEHOLD IMPROVEMENTS 602,092 602,092
$ 3,817,604 $ 3,817,604
LESS - ACCUMULATED DEPRECIATION
AND AMORTIZATION 3,734,156 3,721,481
NET PROPERTY AND EQUIPMENT $ 83,448 $ 96,123
OTHER ASSETS
DEFERRED OFFERING COSTS $ 427,975 $ 476,886
OTHER 37,830 37,830
TOTAL OTHER ASSETS $ 465,805 $ 514,716
TOTAL ASSETS $ 1,339,591 $ 1,696,160
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2001 AND DECEMBER 31, 2000
LIABILITIES AND STOCKHOLDERS' INVESTMENT
MARCH 31, DECEMBER 31,
2001 2000
CURRENT LIABILITIES:
LOAN AGREEMENT $ 1,039,927 $ 1,032,443
NOTES PAYABLE 2,350,000 2,500,000
ACCOUNTS PAYABLE 633,456 584,726
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES-SHORT
TERM PORTION 1,929,297 1,692,733
ACCRUED EXPENSES 931,286 853,042
TOTAL CURRENT LIABILITIES $ 7,123,966 $ 6,902,944
LONG TERM DEBT $ 1,273,730 $ 1,273,730
OTHER LIABILITIES-LONG
TERM PORTION 789,462 1,044,560
STOCKHOLDERS' INVESTMENT:
PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE
AUTHORIZED - 3,000,000 SHARES
ISSUED - NONE
COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
ISSUED -11,385,828 shares in 2001, and
11,287,847 shares in 2000 $ 1,138,583 $ 1,128,785
CAPITAL IN EXCESS OF PAR VALUE 16,189,771 16,024,049
ACCUMULATED OTHER
COMPREHENSIVE INCOME 102,465 102,465
RETAINED EARNINGS (DEFICIT) (24,399,056) (23,903,407)
LESS - COST OF SHARES HELD IN TREASURY
1,539,414 in 2001,and
1,537,980 in 2000 (879,330) (876,966)
TOTAL STOCKHOLDERS' INVESTMENT $ (7,847,567) $ (7,525,074)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 1,339,591 $ 1,696,160
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND APRIL 1, 2000
For the Three Months Ended
March 31, April 1,
2001 2000
REVENUES $ 416,942 $ 655,028
COST OF SALES 228,116 361,494
Gross profit $ 188,826 $ 293,534
OPERATING EXPENSES:
Research and development $ 291,564 $ 351,786
Selling 146,522 201,750
General and administrative 114,389 123,248
Total operating expenses $ 552,475 $ 676,784
OPERATING INCOME (LOSS) $ (363,649)$ (383,250)
OTHER INCOME (EXPENSE):
Interest expense (132,000) (88,079)
Interest income - -
Other income (expense) - -
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS $ (495,649)$ (471,329)
Provision for income taxes - -
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS $ (495,649)$ (471,329)
Extraordinary Items - 102,406
NET INCOME (LOSS) $ (495,649)$ (368,923)
OTHER COMPREHENSIVE INCOME,NET OF TAX:
Foreign Currency translation Adjustments - -
OTHER COMPREHENSIVE INCOME $ - $ -
TOTAL COMPREHENSIVE INCOME (LOSS) $ (495,649)$ (368,923)
INCOME(LOSS) PER COMMON SHARE $ (0.05)$ (0.04)
Weighted Average Common Shares Outstanding 9,800,000 9,600,000
Weighted Average Common and Common
Equivalent Shares Outstanding 9,800,000 9,600,000
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Common Stock Capital in Accumulated Retained Cost of
$.10 Excess of Other Earnings Shares
Par Value Par Value Comprehensive (Deficit) Held in
Income Treasury
BALANCE AT
JANUARY 1, 2000 $1,107,623 $15,970,199 $101,989$(21,931,920)$(854,766)
ADD:
Net loss $ - $ - $ - $( 368,923)$ -
Exercise of employee
stock options 800 160 - - -
Stock Purchase Plan Shares 8,539 1,707 - - -
BALANCE AT
APRIL 1, 2000 $1,116,962 $15,972,066 $101,989$(22,300,843)$(854,766)
BALANCE AT
JANUARY 1, 2001 $1,128,785 $16,024,049 $102,465$(23,903,407)$(876,966)
ADD:
Net loss $ - $ - $ - $( 495,649)$ -
Exercise of warrants 2,364 - - - -
Purchase of shares for
the treasury - - - - (2,364)
Conversion of note payable 7,434 164,322 - - -
Issuance of warrants - 1,400 - - -
BALANCE AT
MARCH 31, 2001 $1,138,583 $16,189,771 $102,465$(24,399,056)$(879,330)
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND APRIL 1, 2000
Three Months Ended
March 31, April 1,
2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $( 495,649)$( 368,923)
Adjustments to reconcile net income(loss)
to net cash provided by(used in)
operating activities:
Depreciation $ 12,675 $ 20,573
Amortization of prepaid expenses 7,225 7,210
Change in assets and liabilities:
Decrease (increase) in accounts receivable 113,301 ( 42,721)
Decrease(increase)in inventory 17,790 60,207
Decrease(increase)in prepaid expenses (7,708) ( 7,395)
Increase(decrease)in accounts payable 48,730 19,278
Increase(decrease)in obligations
for trade-in memory - (46,250)
Increase(decrease)in accrued expenses 98,911 30,758
Increase(decrease)in other liabilities ( 18,534) ( 179,489)
Total adjustments $ 272,390 $( 137,829)
Net cash provided by(used in) operating activities $( 223,259)$( 506,752)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $ - $ -
Net cash provided by(used in)investing activities $ - $ -
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable $ 50,000 $1,737,940
Proceeds from sale of common stock and warrants 1,400 11,206
Net borrowings (repayments)under loan agreement 7,484 ( 601,029)
Net cash provided by
(used in) financing activities $ 58,884 $1,148,117
Effect of exchange rate changes on cash - -
Net increase (decrease) in
cash and cash equivalents $( 164,375)$ 641,365
Cash and cash equivalents at beginning of year 234,512 366,743
Cash and cash equivalents at end of year $ 70,137 $1,008,108
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ 1,618
Income Taxes - -
Non-cash financing activity:
Conversion of note payable into common stock $ 171,756 $ -
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File No: 0-6933
Notes & Comments:
(1)Significant Accounting Policies
The accompanying consolidated financial statements include our
accounts and our wholly-owned subsidiaries. All material intercompany
transactions and balances have been eliminated in consolidation.
The condensed financial statements included herein have
been prepared by us, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although we believe that
the disclosures are adequate to make the information presented
not misleading. The information furnished includes all
adjustments and accruals consisting only of normal recurring
accrual adjustments which are, in our opinion, necessary for a
fair presentation of results for the interim period. It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto
included in our latest annual report on Form 10-KSB.
Inventories, which include raw materials, labor and
manufacturing overhead are stated at the lower of cost (first-in,
first-out) or market and consist of the following:
March 31, December 31,
2001 2000
Raw materials $ 365,813 $ 392,686
Work-in-process 37,048 20,453
Finished goods 39,969 47,481
$ 442,830 $ 460,620
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Notes & Comments (Continued):
(2) Income and Dividends Per Share
Per share amounts are based on the weighted
average number of shares outstanding during each year plus
applicable common stock equivalents. There were no material
differences for per share amounts assuming full dilution in
either year.
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The statements contained in "Management Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere
throughout this Report on Form 10-QSB that are not historical
facts are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking
statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those
reflected in the forward-looking statements. These forward-
looking statements reflect management's analysis, judgment,
belief or expectation only as of the date hereof. We undertake
no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date
hereof or to publicly release the results of any revisions to
such forward-looking statements that may be made to reflect
events or circumstances after the date hereof. You should read
the following discussion in conjunction with (1) the Company's
accompanying unaudited Consolidated Financial Statements and
notes thereto included in this report on Form 10-QSB and (2) the
Company's audited Consolidated Financial Statements, notes
thereto and Management's Discussion and Analysis of Financial
Condition and Results of Operations as of and for the year ended
December 31, 2000 included in our Annual Report on Form 10-KSB
for such period.
We design and supply fibre channel hardware and software products
used to build storage area networks (SANs). SANs enhance and
simplify the centralized management and sharing of storage
resources while providing improved availability, scalability,
performance, and disaster recovery. SANs have been enabled by the
emergence of fibre channel, a new generation of server to storage
communications technology. We develop and offer fibre channel
host bus adapters and hubs, high availability software,
fibre channel RAID disk arrays and management software for the
deployment of SAN solutions. We supplement our own fibre channel
product offerings by reselling fibre channel SAN hardware and
software solutions from leading manufacturers. We also offer SAN
design, integration, and implementation services to value-added
resellers (VARs) and end-users.
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Comparison of the quarter ended March 31, 2001 and the quarter
ended April 1, 2000
Our revenues were $417,000 for the quarter ended March 31, 2001
and $655,000 for the quarter ended April 1, 2000. Revenues for
the three months ended March 31, 2001 decreased 36% compared to
revenues for the same three months in the prior year due to
decreased disk array product sales and related service revenues,
which was partially offset by growth in sales of our fibre
channel connectivity products. The decrease in revenues from
sales of our disk array products and related services was due
primarily to the impact of a slowing economy in the first quarter
of fiscal 2001 which resulted in purchase decisions being
postponed by prospective customers. We also experience large
fluctuations in quarter to quarter revenues because our revenue
base is small and revenue from a disk array sale to a single
customer is usually large, with a long sales cycle. Therefore, a
delay of any given disk array sale from one quarter to the next
quarter can have a significant impact on revenues from quarter to
quarter.
Gross profit rate was 45% of sales for both the three months
ended March 31, 2001 and for the three months ended April 1,
2000.
Operating expenses for the three months ended March 31, 2001
decreased by 18% in comparison to operating expenses for the
comparable three months of the prior year. This reduction in
operating expenses was primarily because our selling expenses for
the three months ended March 31, 2001 decreased by 27% compared
to the amount of these expenses in the first quarter of fiscal
2000.
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Interest expense increased by 50% for the three months ended
March 31, 2001 compared to the three months ended April 1, 2000.
This increase in interest expense was primarily due to funds
borrowed in 2000. We borrowed $2,000,000 in January and February
2000 in exchange for, among other things, our issuance of series
1 bridge financing notes that accrued interest at the rate of 8%
per annum until their maturity in August and September 2000.
Since their maturity, these notes are accruing interest at the
rate of 12% per annum. During the fourth quarter of 2000, we
amended our revolving credit facility to increase the amount we
are allowed to borrow to $1,050,000, which is the maximum amount
that may be outstanding at any one time. On March 31, 2001, the
balance of our revolving credit facility was $1,039,000. During
the first quarter of 2001, we borrowed $50,000 in exchange for,
among other things, our issuance of a 12% promissory note.
Extraordinary income for the first quarter of fiscal 2000 was
recorded as a result of some of our creditors agreeing to accept
partial cash payments in full satisfaction of liabilities owed to
these creditors. There was no extraordinary income in the first
quarter of fiscal 2001.
Total comprehensive net loss for the first quarter of fiscal 2001
was $496,000, or $0.05 per share, as compared with $369,000, or
$0.04 per share, for the first quarter of fiscal 2000.
In the first quarter of 2001, Correllus International, one of our
lenders, converted its Series 1 Bridge Financing Note($200,000 of
unpaid principal plus interest, premiums and penalties) into
74,335 shares of our common stock at a conversion price of $3.79.
They also exercised a repricing warrant and received 22,212
shares of our common stock.
Inflation
We did not experience any material adverse effects in the
first quarter of 2000 or in the first quarter of 2001 due to
general inflation.
Liquidity and Capital Resources
We have suffered substantial recurring losses from
operations for the last five consecutive years. Consequently,
our ability to continue as a going concern, is dependent upon
several factors including, but not limited to our ability to
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
generate revenues in significantly greater amounts than in the
past two fiscal years, our ability to raise additional capital
and the assumption that certain of our lenders will accept shares
of our common stock instead of cash in satisfaction of our
obligations.
Management has been active in trying to establish new strategic
alliances that it believes will result in increases in revenues
in the future through the sale of a greater volume of products.
We cannot give any assurances that the actions taken to date will
increase revenues or raise additional capital.
Requirements
Depending upon the market value of shares of our common stock,
any additional financing that we obtain through the sale of
common stock under our common stock purchase agreement we entered
into in 2000 or cash that we may receive from the exercise of
outstanding warrants may be used to repay and prepay debt and for
working capital purposes to fund our continuing operations
including research and development and sales and marketing
expenses.
During the first quarter of 2000, we borrowed $2,000,000 in cash
in exchange for, among other things, our issuance of series 1
bridge financing notes that matured in August and September 2000.
We received net proceeds equal to $1,737,900 as a result of this
bridge financing. The series 1 bridge financing notes bore
interest at the rate of 8% per annum prior to their respective
maturity dates. Since their respective maturity dates, interest
is accruing at a rate of 12% per annum. These bridge notes are
convertible into shares of our common stock at a weighted average
per share price of approximately $4.08. Because the bridge notes
matured before we registered, under the Securities Act of 1933,
as amended, the offer and resale of shares of our common stock
issuable upon conversion of the bridge notes and exercise of the
repricing warrants and the common stock purchase warrants, we owe
premiums and penalties totaling approximately $607,000 (in
addition to the repayment of principal and interest). Following
conversion of the bridge notes, if the lenders do not realize at
least a 20% gain on shares of common stock that they choose to
sell during the 90 days following conversion, then the lenders
are entitled to acquire additional shares of common stock at a
price of $0.10 per share through the exercise of repricing
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
warrants. In addition to these bridge notes and the attached
repricing warrants, we issued warrants to purchase 300,000 shares
of common stock. These warrants have a weighted average exercise
price of $4.54 per share.
Resources
Our cash and marketable securities were $70,000 and $235,000 at
March 31, 2001 and December 31, 2000, respectively. Working
capital was a deficit of $6,334,000 and $5,818,000 at March 31,
2001 and at December 31, 2000, respectively. The increase in
working capital deficit was primarily due to the loss for the
first quarter of 2001. During 2000, we did not expend any funds
for capital equipment. During fiscal 2001, we expect to acquire
less than $100,000 of capital equipment.
We have a revolving credit facility under which we may borrow up
to $1,050,000. At March 31, 2001 we had a balance of $1,039,900
outstanding under this revolving credit facility.
During the third quarter of fiscal 2000, we signed a common stock
purchase agreement with Thumberland Limited, a private investor,
for the future issuance and purchase of shares of our common
stock. The common stock purchase agreement was amended during the
fourth quarter of fiscal 2000. The common stock purchase
agreement establishes what is often referred to as a structured
equity line or an equity drawdown facility. In general, the
drawdown facility operates as follows: the investor has
committed to provide us up to $10 million as we request it over
an 18 month period, in return for common stock we issue to the
investor, subject to registering in advance the shares of common
stock issuable under the Securities Act of 1933. Once every 22
trading days, we may request a draw of up to $1 million of that
money (except that our initial drawdown may be for up to $2
million), subject to a maximum of 18 draws. The maximum amount
we actually can drawdown upon each request will be determined by
the volume-weighted average daily price of our common stock for
the 22 trading days prior to our request and the average trading
volume for the 45 trading days prior to our request. Per the
terms of this agreement, we are currently unable to draw because
we cannot meet the minimum draw amount of $250,000. We filed
registration statements on Form SB-2 with the Securities and
Exchange Commission registering 4,981,542 shares issuable in
connection with the bridge loan financing from the Sovereign
Lenders and the purchase agreement with Thumberland. Those
registration statements were declared effective on November 7,
2000 and December 22, 2000.
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
We need additional capital and additional financing may not be
available. We currently anticipate that, if we can draw the
maximum amount under the equity drawdown facility, then, our
available cash resources combined with the maximum drawdown under
the equity draw down facility will be sufficient to meet our
anticipated working capital and capital expenditure requirements
through at least the next 24 months. However, if our stock price
and trading volume stay at current levels, we will not be able to
draw down any of the $10 million under the common stock purchase
agreement. We believe that the combination of current existing cash,
available borrowing capacity and our ability to obtain additional long-term
indebtedness is not adequate to finance our operations for our current
activities and foreseeable future. Currently, we have reduced our cash
burn rate to approximately $100,000 per month at the current sales levels.
For each 10 percent reduction in sales, our cash burn rate would
increase by approximately $9,000 per month. Conversely, for each
10 percent increase in sales volume, our cash burn rate would
decrease by approximately $9,000 per month. In order to drawdown
the minimum amount of $250,000, the average daily trading volume
for the 45 trading days prior to our drawdown notice multiplied
by the average of the volume-weighted average daily prices of our
common stock for the 22 trading days prior to the notice would
have to equal or exceed $56,819. At the present sales levels and
current expense levels, if we are able to draw, the minimum
drawdown of $250,000 would be adequate to meet our anticipated
working capital and capital expenditure requirements for
approximately an additional two and a half months. The time period for
which we believe our capital is sufficient and the burn rate are
estimates. The actual time period and burn rate may differ
materially as a result of a number of factors, risks and
uncertainties that are described in Exhibit 99 to the Form
10-KSB. In addition, business and economic conditions may not
make it feasible to draw down under the facility at every
opportunity, and drawdowns are available only every 22 trading
days. We are actively pursuing raising additional capital but our
ability to raise investment capital during the term of the common
stock purchase agreement is restricted with regard to under
market offerings, and if we need capital but are unable to
drawdown under the common stock purchase agreement for any
reason, we may not be able to meet our anticipated working
capital.
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
If we are not successful in raising additional capital or
increasing our sales to adequate levels, we will not be able to
continue our current operations and there is substantial doubt as
to our ability to continue as a going concern. There can be no
assurance that we will be successful in raising such additional
capital at all or on terms commercially acceptable to us or our
shareholders.
In addition, the sale of equitable securities could result in the
dilution of the percentage ownership of existing shareholders and
could also adversely affect the market price of our common stock.
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a party to litigation and claims arising in the
normal course of its business. Barring unforeseen circumstances,
management does not expect the results of these actions to have a
material adverse effect on the Company's business or financial
condition.
Item 2. Change in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT INDEX
The following exhibits are filed herewith or incorporated by reference
herein.
Exhibit
2.1 Reorganization Plan of Cambex Corporation dated March 17, 1998
(included as Exhibit 2.1 to the Company's Amendment to Quarterly Report
on Form 10-Q/A for the quarter ended April 1, 2000, and incorporated
herein by reference).
2.2 Amended Disclosure Statement with respect to Reorganization Plan of the
Company dated March 17, 1998 (included as Exhibit 2.2 to the Company's
Amendment to Quarterly Report on Form 10-Q/A for the quarter ended
April 1, 2000, and incorporated herein by reference).
3.1 Restated Articles of Organization of Cambex Corporation (included as
Exhibit 3.1 to the Company's Registration Statement on Form SB-2,
declared effective with the Commission on November 7, 2000, Reg. No.
333-43294, and incorporated herein by reference).
3.2 Restated By-laws of Cambex Corporation (included as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, declared effective with
the Commission on November 7, 2000, Reg. No. 333-43294, and
incorporated herein by reference).
4.1 Specimen Stock Certificate (included as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
4.2 Registration Rights Agreement among the Company and the Purchasers
identified therein (the "Sovereign Purchasers") dated as of January 18,
2000 (included as Exhibit 4.1 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).
4.3 Registration Rights Agreement between the Company and Thumberland
Limited dated as of July 14, 2000 (included as Exhibit 4.3 to the
Company's Registration Statement on Form SB-2, declared effective with
the Commission on November 7, 2000, Reg. No. 333-43294, and
incorporated herein by reference).
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 6. Exhibit Index (continued)
4.4 Amendment to Registration Rights Agreement between the Company and
Thumberland Limited dated as of November 8, 2000 (included as Exhibit
4.4 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2000 and incorporated herein by reference).
10.1 Employment Agreement between Joseph F. Kruy and the Company,
dated as of November 18, 1994 (included as Exhibit 10.1 to the
Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.2 Incentive Bonus Plan (included as Exhibit 10.2 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
10.3 1987 Combination Stock Option Plan (included as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1987, and incorporated herein by reference).
10.4 2000 Equity Incentive Plan (included as Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, and incorporated herein by reference).
10.5 Series 1 Bridge Note Purchase Agreement among the Company and the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.7 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.6 Escrow Agreement among the Company, the Sovereign Purchasers and
Suntrust Bank, Atlanta dated as of January 6, 2000 (included as Exhibit
10.8 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.7 Placement Agent Agreement between the Company and Sovereign
Capital Advisors, LLC ("Sovereign Advisors") dated as of January 18, 2000
(included as Exhibit 10.9 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).
10.8 Guaranty Agreement among Joseph F. Kruy, the Company and the
Sovereign Purchasers dated as of January 18, 2000. (included as Exhibit 10.10
to the Company's Amendment to Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.9 Guaranty Agreement among CyberFin Corporation, the Company and
the Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.11 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.10 Stock Pledge Agreement by Joseph F. Kruy in favor of the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.12 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.11 Stock Pledge Agreement by CyberFin Corporation in favor of the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.13 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.12 Series 1 Bridge Financing Note in favor of SovCap Equity
Partners, Ltd. dated as of January 18, 2000 (included as Exhibit 10.14
to the Company's Amendment to the Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.13 Series 1 Bridge Financing Note in favor of Correllus
International, Ltd. dated as of January 18, 2000 (included as Exhibit
10.16 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.14 Common Stock Purchase Warrant in favor of SovCap Equity Partners,
Ltd. dated as of January 18, 2000 (included as Exhibit 10.18 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.15 Common Stock Purchase Warrant in favor of Correllus
International, Ltd. dated as of January 18, 2000 (included as Exhibit
10.19 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.16 Sovereign Warrant Agreement between the Company and Sovereign
Advisors dated as of January 18, 2000 (included as Exhibit 10.20 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.17 Warrant Certificate registered in the name of Sovereign Advisors
dated January 18, 2000 (included as Exhibit 10.21 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter ended
April 1, 2000, and incorporated herein by reference).
10.18 Series 1 Bridge Financing Note in favor of Arab Commerce Bank
Ltd. dated as of February 9, 2000 (included as Exhibit 10.22 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.19 Common Stock Purchase Warrant in favor of Arab Commerce Bank Ltd.
dated as of February 9, 2000 (included as Exhibit 10.24 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.20 Series 1 Bridge Financing Note in favor of SovCap Equity
Partners, Ltd. dated as of February 9, 2000 (included as Exhibit 10.25
to the Company's Amendment to the Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.21 Common Stock Purchase Warrant in favor of SovCap Equity Partners,
Ltd. dated as of February 9, 2000 (included as Exhibit 10.27 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.22 Common Stock Purchase Agreement between the Company and
Thumberland Limited dated as of July 14, 2000 (included as Exhibit
10.22 to the Company's Registration Statement on Form SB-2, declared
effective with the Commission on November 7, 2000, Reg. No. 333-43294,
and incorporated herein by reference).
10.23 Amendment to Common Stock Purchase Agreement between the Company
and Thumberland Limited, dated as of November 8, 2000 (included as
Exhibit 10.23 to the Company's Quarterly Report on 10QSB for the
quarter ended September 30, 2000, and incorporated herein by
reference).
10.24 Escrow Agreement among the Company, Thumberland Limited and
Epstein, Becker & Green, P.C., dated as of July 14, 2000 (included as
Exhibit 10.23 to the Company's Registration Statement on Form SB-2,
declared effective with the Commission on November 7, 2000, Reg. No.
333-43294, and incorporated herein by reference).
10.25 Stock Purchase Warrant in favor of Thumberland Limited dated as
of July 14, 2000 (included as Exhibit 10.24 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
10.26 Stock Purchase Warrant in favor of Ladenburg Thalmann & Co. Inc.
dated as of July 14, 2000 (included as Exhibit 10.25 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
10.27 Loan and Security Agreement, as amended, by and between the
Company and BA Associates, Inc. (included as Exhibit 10.27 to the Company's
Registration Statement on Form SB-2 filed with the Commission on November 29,
2000, Reg. No. 333-50936, and incorporated herein by reference.)
10.28 Fifth Amendment to Loan and Security Agreement, as amended, by and
between the Company and B.A. Associates, Inc., dated as of December 27, 2000
(included as Exhibit 10.28 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2000 and incorporated herein by
reference).
10.29 Form of Warrant Certificate between the Company and B.A. Associates,
Inc. (included as Exhibit 10.28 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000 and incorporated herein by
reference).
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
Item 6. Exhibits and Reports on Form 8-K (continued)
(b) Reports on Form 8-K
On January 10, 2001, we filed a report on Form 8-K
disclosing a change in our certifying accountants.
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2001 Commission File: 0-6933
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAMBEX CORPORATION
By: /s/ Joseph F. Kruy
Joseph F. Kruy
President
By: /s/ Peter J. Kruy
Peter J. Kruy
Chief Financial Officer
Dated: May 15, 2001