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: September 29, 2001 Commission File No: 0-6933
CAMBEX CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-244-2959
(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)
Registrant'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 13 or 15(d) of the Securities Exchange
Act of 1934 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 September 29, 2001
Common 9,939,480 shares
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 29, 2001 AND DECEMBER 31, 2000
ASSETS
SEPTEMBER 29, DECEMBER 31,
2001 2000
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 236,296 $ 234,512
ACCOUNTS RECEIVABLE,
Less Reserves of $58,000
in 2001 and $58,000 in 2000 298,451 322,888
INVENTORIES 429,140 460,620
PREPAID EXPENSES 57,669 67,301
TOTAL CURRENT ASSETS $ 1,021,556 $ 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 3,759,506 3,721,481
NET PROPERTY AND EQUIPMENT $ 58,098 $ 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 $ 1,545,459 $ 1,696,160
2
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 29, 2001 AND DECEMBER 31, 2000
LIABILITIES AND STOCKHOLDERS' INVESTMENT
SEPTEMBER 29, DECEMBER 31,
2001 2000
CURRENT LIABILITIES:
LOAN AGREEMENT $ 1,032,066 $ 1,032,443
NOTES PAYABLE 2,850,000 2,500,000
ACCOUNTS PAYABLE 791,125 584,726
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES-SHORT
TERM PORTION 2,398,466 1,692,733
ACCRUED EXPENSES 1,190,437 853,042
TOTAL CURRENT LIABILITIES $ 8,502,094 $ 6,902,944
LONG TERM DEBT $ 1,273,730 $ 1,273,730
OTHER LIABILITIES-LONG
TERM PORTION 317,121 1,044,560
DEFERRED REVENUE - -
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 -11,484,738 shares in 2001, and
11,287,847 shares in 2000 $ 1,148,474 $ 1,128,785
CAPITAL IN EXCESS OF PAR VALUE 16,192,802 16,024,049
ACCUMULATED OTHER
COMPREHENSIVE INCOME 102,465 102,465
RETAINED EARNINGS (DEFICIT) (25,102,256) (23,903,407)
LESS - COST OF SHARES HELD IN TREASURY
1,545,258 in 2001,and
1,537,980 in 2000 (888,971) (876,966)
TOTAL STOCKHOLDERS' INVESTMENT $ (8,547,486) $ (7,525,074)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 1,545,459 $ 1,696,160
3
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 29, 2001 AND SEPTEMBER 30, 2000
For the Quarter Ended For the Nine Months Ended
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
2001 2000 2001 2000
REVENUES $ 504,264 $ 700,905 $ 1,388,184 $ 1,758,320
COST OF SALES 225,996 330,458 679,736 888,134
Gross profit $ 278,268 $ 370,447 $ 708,448 $ 870,186
OPERATING EXPENSES:
Research and development $ 222,235 $ 421,149 $ 790,929 $ 1,111,862
Selling 79,210 250,196 358,898 767,893
General and administrative 78,220 116,512 345,470 340,110
Total operating expenses $ 379,665 $ 787,857 $ 1,495,297 $ 2,219,865
OPERATING INCOME (LOSS) $(101,397)$(417,410)$ (786,849)$(1,349,679)
OTHER INCOME (EXPENSE):
Interest expense (143,000) (99,000) (412,000) (276,079)
Interest income - - - -
Other income (expense) - - - -
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS $(244,397)$(516,410)$(1,198,849)$(1,625,758)
Provision for income taxes - - - -
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS $(244,397)$(516,410)$(1,198,849)$(1,625,758)
Extraordinary Items - - - 102,406
NET INCOME (LOSS) $(244,397)$(516,410)$(1,198,849)$(1,523,352)
OTHER COMPREHENSIVE INCOME,
NET OF TAX:
Foreign Currency
translation Adjustments - - - -
OTHER COMPREHENSIVE INCOME $ - $ - $ - $ -
TOTAL COMPREHENSIVE INCOME (LOSS)$(244,397)$(516,410)$(1,198,849)$(1,523,352)
INCOME(LOSS)PER COMMON SHARE $ (0.02)$ (0.05)$ (0.12)$ (0.16)
Weighted Average Common Shares
Outstanding 9,940,000 9,730,000 9,875,000 9,660,000
Weighted Average Common and Common
Equivalent Shares Outstanding 9,940,000 10,390,000 9,875,000 10,390,000
4
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 $ - $ - $ - $( 1,523,352)$ -
Exercise of employee
stock options 800 160 - - -
Stock Purchase Plan Shares 8,539 1,707 - - -
Exercise of warrants 10,000 12,200 - - -
Purchase of shares for
the treasury - - - - (22,200)
BALANCE AT
September 30, 2000 $1,126,962 $15,984,266 $101,989 (23,455,272)$(876,966)
BALANCE AT
JANUARY 1, 2001 $1,128,785 $16,024,049 $102,465 (23,903,407)$(876,966)
ADD:
Net loss $ - $ - $ - $( 1,198,849)$ -
Purchase of shares for
the treasury - - - - (12,005)
Conversion of note payable 19,439 164,322 - - -
Issuance of warrants - 1,400 - - -
Issuance of common stock 250 3,031 - - -
BALANCE AT
SEPTEMBER 29, 2001 $1,148,474 $16,192,802 $102,465 (25,102,256)$(888,971)
5
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2001 AND SEPTEMBER 30, 2000
Nine Months Ended
September 29, September 30,
2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(1,198,849)$(1,523,352)
Adjustments to reconcile net income(loss)
to net cash provided by(used in)
operating activities:
Depreciation $ 38,025 $ 61,717
Amortization of prepaid expenses 7,225 7,210
Change in assets and liabilities:
Decrease (increase) in accounts receivable 24,437 ( 165,765)
Decrease(increase)in inventory 31,480 156,875
Decrease(increase)in prepaid expenses 2,407 ( 4,513)
Increase(decrease)in accounts payable 206,399 54,156
Increase(decrease)in obligations
for trade-in memory - ( 46,250)
Increase(decrease)in accrued expenses 337,395 87,057
Increase(decrease)in deferred revenue - ( 100,116)
Increase(decrease)in other liabilities ( 21,706) ( 504,175)
Total adjustments $ 625,662 $( 453,804)
Net cash provided by(used in) operating activities $( 573,187)$(1,977,156)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $ - $ -
Net cash provided by(used in)investing activities $ - $ -
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase(decrease) in notes payable $ 350,000 $ 1,737,940
Proceeds from sale of common stock and warrants 188,442 33,406
Purchase of common stock for the treasury ( 12,005) ( 22,200)
Decrease in deferred offering costs 48,911 -
Net borrowings (repayments)under loan agreement ( 377) 17,058
Net cash provided by
(used in) financing activities $ 574,971 $ 1,766,204
Effect of exchange rate changes on cash - -
Net increase (decrease) in
cash and cash equivalents $ 1,784 $( 210,952)
Cash and cash equivalents at beginning of year 234,512 366,743
Cash and cash equivalents at end of period $ 236,296 $ 155,791
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 50,000 $ 67,618
Income Taxes - -
Non-cash financing activity:
Conversion of note payable into common stock $ 183,761 $ -
6
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 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:
September 29, December 31,
2001 2000
Raw materials $ 341,147 $ 392,686
Work-in-process 51,705 20,453
Finished goods 36,288 47,481
$ 429,140 $ 460,620
7
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 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.
8
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 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. In addition to
the disclosure contained herein, readers should carefully review
any disclosure of risks and uncertainties contained in other
documents we file or have filed from time to time with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934.
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.
9
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Comparison of the quarter ended September 29, 2001 and the
quarter ended September 30, 2000
Our revenues were $504,000 for the quarter ended September 29,
2001 and $701,000 for the quarter ended September 30, 2000.
Revenues for the three months ended September 29, 2001 decreased
28% compared to revenues for the same three months in the prior
year due to decreases of approximately 61% in service revenues
more than offsetting the growth in sales of our fibre channel
connectivity products by approximately 2% to approximately 87% of
total revenues in the third quarter of fiscal 2001.
Gross profit rate was 55% of sales for the three months ended
September 29, 2001 and 53% for the three months ended September
30, 2000.
Operating expenses for the three months ended September 29, 2001
decreased by 52% in comparison to operating expenses for the
comparable three months of the prior year. Research and
development expenses for the three months ended September 29,
2001 decreased by 47% compared to the amount of these expenses in
the third quarter of fiscal 2000 due to decreases in contract
services. Selling expenses for the three months ended September
29, 2001 decreased by 68% compared to the amount of these
expenses in the third quarter of fiscal 2000 due to decreases in
headcount and related expenses. General and administrative
expenses decreased by 33% for the three months ended September
29, 2001 compared to the three months ended September 30, 2000
due to legal expenses relating to registering shares of common
stock under the Securities Act of 1933 incurred in the third
quarter of fiscal 2000.
Interest expense increased by 44% for the three months ended
September 29, 2001 compared to the three months ended September
30, 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 2001, we borrowed $350,000 in
exchange for, among other things, our issuance of 12% promissory
notes. The borrowings which led to the 44% interest expense
10
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
increase were necessary to finance the development of new
products and the establishment of the sales and marketing
infrastructure for the distribution of such products and for
working capital purposes.
Total comprehensive net loss for the third quarter of fiscal 2001
was $224,000, or $0.02 per share, as compared with $516,000, or
$0.05 per share, for the third quarter of fiscal 2000.
Inflation
We did not experience any material adverse effects in the third
quarter of 2000 or in the third 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 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. Our working
capital deficit is a significant threat to our ability to
continue as a going concern.
Management has been active in establishing new strategic
alliances that it believes will result in increases in revenues
in the future through the sale of a greater volume of products.
Management has also been active in trying to secure additional
capital. We cannot give any assurances that the actions taken to
date will increase revenues or raise additional capital.
11
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
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 $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 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.
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Resources
Our cash and marketable securities were $236,000 and $235,000 at
September 29, 2001 and December 31, 2000, respectively. Working
capital was a deficit of $7,481,000 and $5,818,000 at September
29, 2001 and at December 31, 2000, respectively. The increase in
working capital deficit was primarily due to the loss for the
first nine months 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 September 29, 2001 we had a balance of
$1,032,000 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. Pursuant to Securities and Exchange
Commission comments, we filed a post-effective amendment on Form
SB-2 in the second quarter of 2001 and plan to file an additional
13
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
amendment after the consummation of the transaction referred to
in Part III. Item 6(b).
We need additional capital and additional financing may not be
available. 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 with Thumberland
Limited. 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
$40,000 per month at the current sales levels. For each 10
percent reduction in sales, our cash burn rate would increase by
approximately $10,000 per month. Conversely, for each 10 percent
increase in sales volume, our cash burn rate would decrease by
approximately $10,000 per month. However, if circumstances change
and we become able to 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
would be sufficient to meet our anticipated working capital and
capital expenditure requirements through at least the next 24
months. In order to drawdown the minimum amount of $250,000 under
our equity drawdown facility, 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. For example, if the average
volume-weighted average daily price of our common stock was $1.00
and the average daily trading volume for the 45 days prior to our
drawdown notice was 56,819, we would be able to draw down the
minimum amount of $250,000. The closing price for our common
stock on September 28, 2001 was $0.24 per share and the average
daily trading volume for the 45 days preceding September 28, 2001
was 6,282 shares which is not sufficient to allow us to be able
draw down the minimum amount of $250,000. 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 six 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 this prospectus. In addition,
business and economic conditions may not make it feasible to draw
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
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 requirements.
We are attempting to raise additional capital to cover the burn
rate not covered by incremental gross profit. This amount is
dependent upon sales. If sales do not increase or capital cannot
be raised to cover the current burn rate, we intend to reduce
operating expenses as much as practicable to continue operations
until balance is established.
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 equity 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.
15
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 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.
16
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 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
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).
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).
17
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
18
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
19
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
99.1 Press Release dated November 7, 2001 (included as Exhibit 99 to the
Company's Report on Form 8-K filed on November 7, 2001 and incorporated
herein
by reference).
20
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
Item 6. Exhibits and Reports on Form 8-K (continued)
(b) Reports on Form 8-K
On November 7, 2001, we filed a Report on Form 8-K
disclosing that we have entered into a letter of intent
with Super PC Memory, Inc., a privately-held company,
pursuant to which Super PC Memory would become a
wholly-owned subsidiary of Cambex Corporation. The
transaction is subject to completion of a definitive
agreement and approval by their respective Boards of
Directors and the satisfactory completion of due diligence
and other conditions.
21
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 29,2001 Commission File: 0-6933
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, 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 and Treasurer
Dated: November 13, 2001
22