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: October 2, 2004 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.)
115 Flanders Road, Westborough, Massachusetts
(Address of principal executive offices)
01581
(Zip Code)
Registrant's telephone number, including area code: (508) 983-1200
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 shares outstanding of each of the issuer's classes of
stock, As of the latest practicable date.
Class Outstanding as of October 2, 2004
Preferred 245,463 shares
Common 18,320,351 shares
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 2, 2004 AND DECEMBER 31, 2003
ASSETS
OCTOBER 2, DECEMBER 31,
2004 2003
(unaudited) (audited)
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 278,892 $ 268,807
ACCOUNTS RECEIVABLE,
Less Reserves of $52,000 in 2004 and
$120,000 in 2003 164,975 765,931
INVENTORIES 344,721 316,514
PREPAID EXPENSES 114,886 111,322
TOTAL CURRENT ASSETS $ 903,474 $ 1,462,574
PROPERTY AND EQUIPMENT, at cost:
MACHINERY AND EQUIPMENT $ 416,468 $ 436,148
FURNITURE AND FIXTURES 14,186 14,186
$ 430,654 $ 450,334
LESS - ACCUMULATED DEPRECIATION
AND AMORTIZATION 430,654 441,635
NET PROPERTY AND EQUIPMENT $ - $ 8,699
OTHER ASSETS:
GOODWILL $ - 257,372
OTHER 37,830 37,830
TOTAL OTHER ASSETS $ 37,830 $ 295,202
TOTAL ASSETS $ 941,304 $ 1,766,475
2
CONSOLIDATED BALANCE SHEETS
OCTOBER 2, 2004 AND DECEMBER 31, 2003
LIABILITIES AND STOCKHOLDERS' INVESTMENT
OCTOBER 2, DECEMBER 31,
2004 2003
(unaudited) (audited)
CURRENT LIABILITIES:
LOAN AGREEMENT $ 917,665 $ 1,033,016
LINE OF CREDIT - 525,520
NOTES PAYABLE 739,643 784,669
ACCOUNTS PAYABLE 315,260 843,775
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES 1,723,972 1,815,805
ACCRUED EXPENSES 1,791,716 1,992,173
TOTAL CURRENT LIABILITIES $ 5,728,256 $ 7,234,958
STOCKHOLDERS' INVESTMENT:
PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE
AUTHORIZED - 3,000,000 SHARES
SERIES A - ISSUED - 98,223 shares $ 98,223 $ 98,223
SERIES B - ISSUED - 147,240 shares 147,240 147,240
COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
ISSUED -19,865,609 shares 1,986,561 1,986,561
CAPITAL IN EXCESS OF PAR VALUE 20,498,545 20,498,545
ACCUMULATED OTHER
COMPREHENSIVE INCOME 100,528 100,528
RETAINED EARNINGS (DEFICIT) (26,729,078) (27,410,609)
LESS - COST OF SHARES OF COMMON STOCK
HELD IN TREASURY - 1,545,258 (888,971) (888,971)
TOTAL STOCKHOLDERS' INVESTMENT $ (4,786,952) $ (5,468,483)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 941,304 $ 1,766,475
3
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED OCTOBER 2, 2004 AND SEPTEMBER 30, 2003
For the Quarter Ended For the Nine Months Ended
October 2, September 30, October 2, September 30,
2004 2003 2004 2003
REVENUES $ 853,437 $2,060,074 $2,437,456 $7,363,775
COST OF SALES 162,246 1,179,467 827,391 4,416,738
Gross profit $ 691,191 $ 880,607 $1,610,065 $2,947,037
OPERATING EXPENSES:
Research and development $ 176,810 $ 145,880 $ 517,485 $ 501,874
Selling 102,165 508,409 402,763 1,848,591
General and administrative 119,349 131,770 377,924 411,687
Total operating expenses $ 398,324 $ 786,059 $1,298,172 $2,762,152
OPERATING INCOME (LOSS) $ 292,867 $ 94,548 $ 311,893 $ 184,885
OTHER INCOME (EXPENSE):
Gain on sale of customer
information and rights - - 792,628 -
Loss on discontinuance of
subsidiary's operations - - (275,161) -
Other (41,334) (61,196) (147,829) ( 88,265)
Total other income(expense) $ (41,334)$ (61,196)$ 369,638 $ ( 88,265)
INCOME BEFORE INCOME TAXES $ 251,533 $ 33,352 $ 681,531 $ 96,620
Provision for income taxes - - - -
NET INCOME $ 251,533 $ 33,352 $ 681,531 $ 96,620
INCOME PER COMMON SHARE $ 0.01 $ 0.00 $ 0.04 $ 0.01
Weighted Average Common
Shares Outstanding 18,320,000 18,320,000 18,320,000 18,320,000
Weighted Average Common and Common
Equivalent Shares Outstanding 18,320,000 18,320,000 18,320,000 18,320,000
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, 2003 $1,986,561 $20,498,545$101,774 $(27,530,827)$(888,971)
ADD:
Net income $ - $ - $ - $ 96,620 $ -
BALANCE AT
SEPTEMBER 30, 2003 $1,986,561 $20,498,545$101,774 $(27,434,207)$(888,971)
BALANCE AT
JANUARY 1, 2004 $1,986,561 $20,498,545$100,528 $(27,410,609)$(888,971)
ADD:
Net income $ - $ - $ - $ 681,531 $ -
BALANCE AT
OCTOBER 2, 2004 $1,986,561 $20,498,545$100,528 $(26,729,078)$(888,971)
Series A Series B
Preferred Stock Preferred Stock
$1.00 Par Value $1.00 Par Value
BALANCE AT
JANUARY 1, 2003 $ 98,223 $ 147,240
ADD:
BALANCE AT
SEPTEMBER 30, 2003 $ 98,223 $ 147,240
BALANCE AT
JANUARY 1, 2004 $ 98,223 $ 147,240
ADD:
BALANCE AT
OCTOBER 2, 2004 $ 98,223 $ 147,240
5
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED OCTOBER 2, 2004 AND SEPTEMBER 30, 2003
Nine Months Ended
October 2, September 30,
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 681,531 $ 96,620
Adjustments to reconcile net income
to net cash provided by(used in)
operating activities:
Depreciation $ 866 $ 7,687
Amortization of prepaid expenses 12,381 9,550
Gain on sale of customer information and rights ( 792,628) -
Loss on discontinuance of subsidiary's operations 275,161 -
Changes in operating assets and liabilities:
Accounts receivable 636,848 708,215
Inventory ( 37,681) 93,031
Prepaid expenses ( 15,945) ( 82,309)
Accounts payable ( 59,443) ( 373,066)
Accrued expenses 16,725 270,134
Other liabilities ( 91,833) ( 654,433)
Total adjustments $( 55,549)$( 21,191)
Net cash provided by(used in) operating activities $ 625,982 $ 75,429
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $ - $ -
Proceeds from sale of customer information and rights 70,000 -
Net cash provided by(used in)investing activities $ 70,000 $ -
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments)under line of credit $( 525,520)$( 526,689)
Net borrowings (repayments)under loan agreement ( 115,351) 47,883
Increase(decrease)in notes payable ( 45,026) 85,000
Net cash provided by
(used in) financing activities $( 685,897)$( 393,806)
Effect of exchange rate changes on cash - -
Net increase (decrease) in
cash and cash equivalents $ 10,085 $( 318,377)
Cash and cash equivalents at beginning of period 268,807 544,911
Cash and cash equivalents at end of period $ 278,892 $ 226,534
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 37,238 $ 56,015
Income Taxes - -
Non-cash financing and investing activities:
Sale of customer information and rights $ 980,000 $ -
Accounts payable converted into notes payable - 219,669
6
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 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:
October 2, December 31,
2004 2003
Raw materials $ 229,405 $ 238,092
Work-in-process 62,450 42,866
Finished goods 52,866 35,556
$ 344,721 $ 316,514
7
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 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 period plus applicable common stock equivalents.
There were no material differences for per share amounts assuming full
dilution in either period.
(3) Short Term Borrowings
We have a loan and security agreement with B.A. Associates, Inc. which
is a corporation owned by a son-in-law of Joseph F. Kruy, our Chairman,
President and Chief Executive Officer. The outstanding balance due to B.A.
Associates, Inc. was $917,665 and $1,033,016 at October 2, 2004 and December
31, 2003, respectively. Our Super PC Memory, Inc. subsidiary had a line of
credit of $2,000,000 available from The CIT Group/Commercial Services, Inc.,
limited to 75% of the eligible receivables of Super PC Memory, Inc. The line
of credit agreement terminated on March 26, 2004 and we did not renew this
line of credit.
Notes payable of $739,643 and $784,699 at October 2, 2004 and December 31,
2003, respectively, include $475,000 of advances payable which are due on
demand. The $475,000 of advances payable includes amounts of $375,000 from
related parties. The balances of $264,643 and $309,669 as of October 2, 2004
and December 31, 2003 include $150,000 of series 1 bridge financing notes
issued in 2000. The balances of $264,643 and $309,669 as of October 2, 2004
and December 31, 2003, respectively, also include $114,643 and $159,669,
respectively, of accounts payable converted to notes payable.
(4)Purchase Agreement
On January 30, 2004, Super PC Memory, Inc., a wholly-owned subsidiary of
Cambex Corporation, entered into an agreement with Silicon Mountain Memory
Incorporated, a privately-held company, pursuant to which Silicon Mountain
Memory Incorporated purchased a portion of Super PC Memory's customer
information and rights to do business with said customers with respect to
Wintel products. Sales to said customers with respect to Wintel products was
a substantial portion of our revenues in 2003 and 2002. These sales were
sales with lower gross margins. The total purchase price is $1,050,000
subject to allocation as to cash or note payments, the exact amount and terms
8
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Notes & Comments (Continued):
(4)Purchase Agreement (continued)
of payment is dependent upon the revenues generated by Silicon Mountain
Memory from Super PC Memory customers. The first payment of $35,000 was
received at closing. According to terms of the agreement, beginning on May
15, 2004, and on or before the 15th of each month, Silicon Mountain Memory
will make a payment to Super PC Memory based upon gross profit for the
preceding month according to the following formula: if the gross profit is
less than $100,000, the payment will be 25% of gross profit; if the gross
profit is between $100,000 and $140,000, the payment will be $35,000; and if
the gross profit is in excess of $140,000, the payment will be 35% of gross
profit. A payment of $35,000 was received in May. The Company recorded other
income of $792,628 from this transaction during the quarter ended April 4,
2004.
(5)Discontinuance of Super PC Memory, Inc. Operations
On May 21, 2004, the Company's Super PC Memory, Inc. subsidiary discontinued
its operations and executed an Assignment for the Benefit of Creditors. The
purpose of the Assignment is to provide an orderly liquidation of Super PC's
assets and distribution of the proceeds to Super PC's creditors. Super PC's
assets primarily consist of inventory, receivables, fixed assets and a
Purchase Agreement for the sale of Super PC's customer base relating to
Wintel Products and rights to do business with said customers. The Company
recorded a loss of $275,161 during the quarter ended April 4, 2004 on this
transaction.
The Assignee is Maximum Asset Recovery Services, Inc., a Los Angeles,
California based financial consulting and management firm. Maximum Asset
Recovery Services, Inc. has no relationship to Super PC Memory, Cambex
Corporation or any of their affiliates.
The Company acquired Super PC Memory in March 2002. Super PC Memory incurred
substantial operating losses in fiscal year 2003 and fiscal year 2004 to
date. Due to unfavorable memory market conditions, Super PC's cost structure
could not be supported by the revenues and gross profit Super PC could
generate. Consequently, Super PC Memory executed an Assignment for the
Benefit of Creditors. Cambex Corporation and its other subsidiaries are
unaffected by the Super PC Memory action. However, the Assignment will
significantly reduce the Company's revenues. On the other hand, it also will
reduce its operating costs and positively impact its cash flow.
9
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 2. Management's Discussion and Analysis or Plan of Operation
The statements contained in "Management Discussion and Analysis or Plan of
Operation" 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 are a designer and supplier of data storage products and solutions. Our
products include memory for computing systems and fibre channel connectivity
and storage products used to build storage area networks (SANs).
We design, manufacture, and market memory products that enhance the
performance and reliability of computing systems and networking devices. We
have been selling memory products to our customers since 1970. A processor's
memory is used to hold temporary instructions and data needed to execute
tasks. This enables the computer's CPU to access instructions and data
quickly. After upgrading a processor's memory, the computer will process
data faster, because it will need to access its slower secondary storage
(i.e., the disk drive) less frequently. We provide memory upgrade solutions
for all the major servers and workstations manufactured by IBM, Sun and
Hewlett-Packard. Adding additional memory is both application transparent
and the most cost-effective solution for eliminating many system performance
bottlenecks.
We develop and offer fibre channel host bus adapters and hubs, high
availability software, fibre channel disk storage arrays and management
software for the deployment of SAN solutions. SANs enhance and simplify the
centralized management and sharing of data 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. By reselling fibre channel
hardware and software products from leading manufacturers, together with our
internally developed products, we are able to offer customers a complete
interoperable SAN solution.
10
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 2. Management's Discussion and Analysis or Plan of Operation
(continued)
Comparison of the quarter ended October 2, 2004 and the quarter ended
September 30, 2003
Our revenues were $853,437 for the quarter ended October 2, 2004 and
$2,060,074 for the quarter ended September 30, 2003. Revenues for the three
months ended October 2, 2004 decreased 59% compared to revenues for the same
three months in the prior year due to decreased memory sales by our
discontinued subsidiary which was partially offset by increased sales of our
fibre channel connectivity products. The decreased memory sales are primarily
the result of selling our WINTEL business.
Gross profit rate was 81% of sales for the three months ended October 2, 2004
and 43% for the three months ended September 30, 2003. The increase was due
to the product mix as there are higher gross margins on our fibre channel
connectivity products and software than our memory products.
Operating expenses for the three months ended October 2, 2004 decreased by
49% in comparison to operating expenses for the comparable three months of
the prior year. Selling expenses for the three months ended October 2, 2004
decreased by 80% compared to the amount of these expenses in the third
quarter of fiscal 2003 due to reductions in personnel and related expenses of
our subsidiary.
Other income(expense) for the quarter ended October 2, 2004 consists of
$41,334 of interest expense. Other income(expense) for the quarter ended
September 30, 2003 consists of $61,196 of interest expense.
Net income for the third quarter of fiscal 2004 was $252,000, or $0.01 per
share, as compared with net income of $33,000, or $0.00 per share, for the
third quarter of fiscal 2003.
Inflation
We did not experience any material adverse effects in the third quarter of
2004 or in the third quarter of 2003 due to general inflation.
11
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 2. Management's Discussion and Analysis or Plan of Operation
(continued)
Liquidity and Capital Resources
We have suffered substantial recurring losses from operations for six of the
prior seven years. Consequently, our ability to continue as a going
concern, is dependent upon several factors including, but not limited to our
ability to generate gross profit in significantly greater amounts than in the
past five fiscal years, and our ability to raise additional capital. Our
working capital deficit is a significant threat to our ability to continue as
a going concern.
Management continues to work to establish new strategic alliances that it
believes will result in increases in revenues and gross profit 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 and gross profit or
raise additional capital.
Requirements
We may need additional capital and additional financing may not be available.
We believe that the combination of current existing cash, available borrowing
capacity and our ability to obtain additional long-term indebtedness may not
be adequate to finance our operations for our current activities and
foreseeable future activities. We are trying to raise additional capital and
if we are unable to raise additional capital, we may not be able to meet our
anticipated working capital requirements.
We have a loan and security agreement with B.A. Associates, Inc. which is a
corporation owned by a son-in-law of Joseph F. Kruy, our Chairman, President
and Chief Executive Officer. The outstanding balance due to B.A. Associates,
Inc. was $917,665 at October 2, 2004. We also have notes payable of $739,643
at October 2, 2004, including $475,000 of advances payable which are due on
demand. The $475,000 of advances payable includes $375,000 of borrowings from
related parties. The notes payable balance of $264,643 includes $150,000 of
the series 1 bridge financing note issued to Arab Commerce Bank in 2000 and
$114,643 of accounts payable converted to notes payable.
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 2. Management's Discussion and Analysis or Plan of Operation
(continued)
Resources
Our cash was $279,000 and $269,000 at October 2, 2004 and December 31, 2003,
respectively. Working capital was a deficit of $4,825,000 and $5,772,000 at
October 2, 2004 and at December 31, 2003, respectively. During the quarter
ended October 2, 2004, we did not expend any funds for capital equipment.
During fiscal 2004, we expect to acquire less than $100,000 of capital
equipment.
We have a revolving credit facility with B.A. Associates, Inc. which is a
corporation owned by a son-in-law of Joseph F. Kruy, our Chairman, President
and Chief Executive Officer under which we may borrow up to $1,100,000. At
October 2, 2004 we had a balance of $917,665 outstanding under this revolving
credit facility.
We may need additional capital and additional financing may not be available.
We believe that the combination of current existing cash, available borrowing
capacity and our ability to obtain additional long-term indebtedness may not
be adequate to finance our operations for our current activities and
foreseeable future activities. We are actively pursuing raising additional
capital and if we are unable to raise additional capital, we may not be able
to meet our anticipated working capital requirements.
If we need additional capital and we are not successful in raising it 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.
13
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 3. Controls and Procedures
Our principal executive officer and principal financial officer, Joseph F.
Kruy, has evaluated the effectiveness of our disclosure controls and
procedures and concluded that there are no significant deficiencies in the
design or operation of internal controls which could adversely affect our
ability to record, process, summarize and report financial data and has
determined that there are no material weaknesses in internal controls. There
were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our
most recent evaluation.
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 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
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.
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).
15
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
3.3 Series A Preferred Stock Certificate of Designations (included as Exhibit
10.37 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 and incorporated herein by reference).
3.4 Series B Preferred Stock Certificate of Designations (included as Exhibit
10.39 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 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).
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).
16
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
17
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 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).
18
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
10.22 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.)
10.23 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).
10.24 Form of Warrant Certificate between the Company and B.A. Associates,
Inc. (included as Exhibit 10.29 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000 and incorporated herein by
reference).
10.25 Sixth Amendment to Loan and Security Agreement, as amended, by and
between the Company and B.A. Associates, Inc., dated as of December 27,
2001(included as Exhibit 10.30 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2002 and incorporated herein by
reference).
10.26 Stock Purchase and Sale Agreement dated as of January 31, 2002 by
and among Cambex Corporation, Super PC Memory, Inc., Son T. Pham,
Simon Le and Richard G. Schaefer (included as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated March 27, 2002, and incorporated herein by
reference).
10.27 Amendment to the Stock Purchase and Sale Agreement dated as of July 29,
2002 by and among Cambex Corporation, Super PC Memory, Inc., Son T. Pham,
Simon Le and Richard G. Schaefer (included as Exhibit 10.32 to the Company's
Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
19
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.28 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and Richard Calvert(included as Exhibit 10.33 to the Company's
Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
10.29 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and H. Terry Snowday(included as Exhibit 10.34 to the Company's
Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
10.30 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and The Hankins Family Trust(included as Exhibit 10.35 to the
Company's Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
10.31 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and Joseph Kruy(included as Exhibit 10.36 to the Company's
Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
10.32 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and SovCap Equity Partners, Ltd. (included as Exhibit 10.38 to
the Company's Quarterly Report on 10QSB for the quarter ended June 30, 2002,
and incorporated herein by reference).
10.33 Lease by and between the Company and Bertech Flanders, LLC dated as of
April 24, 2003(included as Exhibit 10.33 to the Company's Quarterly Report on
10QSB for the quarter ended March 31, 2003, and incorporated herein by
reference).
10.34 Purchase Agreement dated January 30, 2004 by and between Silicon
Mountain Memory Incorporated and Super PC Memory, Inc.(included as Exhibit
99.2 to the Company's Current Report on Form 8-K dated January 30, 2004 and
incorporated herein by reference).
10.35 General Assignment dated May 21, 2004 by Super PC Memory, Inc. to
Maximum Asset Recovery Services, Inc. (included as Exhibit 10.35 to the
Company's Quarterly Report on 10QSB for the quarter ended April 4, 2004, and
incorporated herein by reference).
31.1 Certification as required by section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification as required by section 906 of the Sarbanes-Oxley Act of
2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United
States Code).
20
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 Commission File: 0-6933
Item 6. Exhibit Index and Reports on Form 8-K(continued)
(b) Reports on Form 8-K
None.
21
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: October 2, 2004 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 15, 2004