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: April 2, 2005 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 April 2, 2005
Preferred 215,463 shares
Common 18,729,189 shares
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 2, 2005 AND DECEMBER 31, 2004
ASSETS
APRIL 2, DECEMBER 31,
2005 2004
(unaudited) (audited)
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 323,282 $ 313,770
ACCOUNTS RECEIVABLE,
Less Reserves of $29,000 327,926 297,705
INVENTORIES 227,684 152,262
PREPAID EXPENSES 75,999 76,301
TOTAL CURRENT ASSETS $ 954,891 $ 840,038
PROPERTY AND EQUIPMENT, at cost:
MACHINERY AND EQUIPMENT $ 422,468 $ 416,468
FURNITURE AND FIXTURES 14,186 14,186
$ 436,654 $ 430,654
LESS - ACCUMULATED DEPRECIATION
AND AMORTIZATION 430,654 430,654
NET PROPERTY AND EQUIPMENT $ 6,000 $ -
TOTAL ASSETS $ 960,891 $ 840,038
2
CONSOLIDATED BALANCE SHEETS
APRIL 2, 2005 AND DECEMBER 31, 2004
LIABILITIES AND STOCKHOLDERS' INVESTMENT
APRIL 2, DECEMBER 31,
2005 2004
(unaudited) (audited)
CURRENT LIABILITIES:
LOAN AGREEMENT $ 762,576 $ 791,923
NOTES PAYABLE 709,643 724,643
ACCOUNTS PAYABLE 247,136 275,263
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES 1,364,580 1,369,019
ACCRUED EXPENSES 1,832,791 1,763,028
TOTAL CURRENT LIABILITIES $ 5,156,726 $ 5,163,876
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 - 117,240 shares in 2005
and 147,240 shares in 2004 117,240 147,240
COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
ISSUED - 20,274,447 shares in 2005 and
19,865,609 shares in 2004 2,027,445 1,986,561
CAPITAL IN EXCESS OF PAR VALUE 20,487,661 20,498,545
RETAINED EARNINGS (DEFICIT) (26,037,433) (26,165,436)
LESS - COST OF SHARES OF COMMON STOCK
HELD IN TREASURY - 1,545,258 (888,971) (888,971)
TOTAL STOCKHOLDERS' INVESTMENT $ (4,195,835) $ (4,323,838)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 960,891 $ 840,038
3
CAMBEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED APRIL 2, 2005 AND APRIL 4, 2004
April 2, April 4,
2005 2004
REVENUES $ 707,794 $ 950,068
COST OF SALES 130,602 535,222
Gross profit $ 577,192 $ 414,846
OPERATING EXPENSES:
Research and development $ 211,174 $ 171,921
Selling 89,801 211,135
General and administrative 119,405 155,181
Total operating expenses $ 420,380 $ 538,237
OPERATING INCOME (LOSS) $ 156,812 $( 123,391)
OTHER INCOME (EXPENSE):
Gain on sale of customer information and rights - 792,628
Loss on discontinuance of subsidiary's operations - ( 275,161)
Other (28,809) ( 80,353)
Total other income(expense) $ (28,809)$ 437,114
INCOME BEFORE INCOME TAXES $ 128,003 $ 313,723
Provision for income taxes - -
NET INCOME $ 128,003 $ 313,723
INCOME PER COMMON SHARE $ 0.01 $ 0.02
Weighted Average Common Shares Outstanding 18,560,000 18,320,000
Weighted Average Common and Common
Equivalent Shares Outstanding 18,560,000 18,320,000
4
CAMBEX CORPORATION AND SUBSIDIARIES
UNAUDITED 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, 2004 $1,986,561 $20,498,545$100,528 $(27,410,609)$(888,971)
ADD:
Net income $ - $ - $ - $ 313,723 $ -
BALANCE AT
APRIL 4, 2004 $1,986,561 $20,498,545$100,528 $(27,096,886)$(888,971)
BALANCE AT
JANUARY 1, 2005 $1,986,561 $20,498,545$ - $(26,165,436)$(888,971)
ADD:
Net income $ - $ - $ - $ 128,003 $ -
Conversion of Preferred
Stock to Common Stock 31,091 (1,091) - - -
Dividends 9,793 (9,793)
BALANCE AT
APRIL 2, 2005 $2,027,445 $20,487,661$ - $(26,037,433)$(888,971)
Series A Series B
Preferred Stock Preferred Stock
$1.00 Par Value $1.00 Par Value
BALANCE AT
JANUARY 1, 2004 $ 98,223 $ 147,240
ADD:
BALANCE AT
APRIL 4, 2004 $ 98,223 $ 147,240
BALANCE AT
JANUARY 1, 2005 $ 98,223 $ 147,240
ADD:
Conversion of Preferred
Stock to Common Stock - (30,000)
BALANCE AT
APRIL 2, 2005 $ 98,223 $ 117,240
5
CAMBEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED APRIL 2, 2005 AND APRIL 4, 2004
Three Months Ended
April 2, April 4,
2005 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 128,003 $ 313,723
Adjustments to reconcile net income
to net cash provided by(used in)
operating activities:
Depreciation $ - $ 433
Amortization of prepaid expenses 6,800 12,381
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 ( 30,221) 638,769
Inventory ( 75,422) 18,053
Prepaid expenses ( 6,498) ( 13,087)
Accounts payable ( 28,127) ( 81,488)
Accrued expenses 69,763 72,723
Other liabilities ( 4,439) ( 12,295)
Total adjustments $( 68,144)$ 118,022
Net cash provided by(used in) operating activities $ 59,859 $ 431,745
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $( 6,000)$ -
Proceeds from sale of customer information and rights - 35,000
Net cash provided by(used in)investing activities $( 6,000)$ 35,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments)under line of credit $ - $( 524,896)
Net borrowings (repayments)under loan agreement ( 29,347) 19,686
Repayments of notes payable ( 15,000) ( 15,000)
Net cash provided by
(used in) financing activities $( 44,347)$( 520,210)
Net increase (decrease) in
cash and cash equivalents $ 9,512 $( 53,465)
Cash and cash equivalents at beginning of period 313,770 268,807
Cash and cash equivalents at end of period $ 323,282 $ 215,342
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 50 $ 34,603
Income Taxes - -
Non-cash financing and investing activities:
Sale of customer information and rights $ - $ 1,015,000
6
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 Commission File: 0-6933
Notes & Comments:
(1)Significant Accounting Policies
The accompanying consolidated financial statements include our
accounts and our wholly-owned subsidiaries. As of December 31, 2004, all
remaining subsidiaries are inactive. 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:
April 2, December 31,
2005 2004
Raw materials $ 129,269 $ 119,301
Work-in-process 67,995 28,274
Finished goods 30,420 4,687
$ 227,684 $ 152,262
(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.
7
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 Commission File: 0-6933
Notes & Comments (Continued):
(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 under which we may borrow up to $1,100,000. The
outstanding balance due to B.A. Associates, Inc. was $762,576 and $791,923 at
April 2, 2005 and December 31, 2004, respectively.
Notes payable of $709,643 and $724,643 at April 2, 2005 and December 31,
2004, 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 $234,643 and $249,643 as of April 2, 2005
and December 31, 2004, respectively, include $84,643 and $99,643,
respectively, of accounts payable converted to notes payable and include
$150,000 of series 1 bridge financing notes issued in 2000.
(4) Preferred Stock
We are authorized to issue up to 3,000,000 shares of preferred stock, $1.00
par value per share, of which 215,463 shares are issued and outstanding as of
April 2, 2005. Of the 215,463 preferred shares outstanding, 98,223 shares are
Series A Convertible Preferred shares and 117,240 shares are Series B
Convertible Preferred shares. Both the Series A and Series B Convertible
Preferred shares have a dividend rate of 12%, when and if declared by the
Company's Board of Directors. Holders of shares of both Series A and Series B
Preferred stock are not entitled to any voting rights for any shares of
Series A or Series B Preferred stock which they hold. The holders of the
Series B Convertible Preferred stock were granted registration rights for the
underlying common stock into which the Preferred is convertible. Both the
Series A and Series B Preferred Stock are convertible into shares of common
stock, at any time at the holder's option. The holder's of the 98,223 shares
of Series A Preferred Stock could convert their preferred shares into 982,230
shares of common stock. In the first quarter of 2005, 30,000 shares of Series
B Preferred Stock and dividends were converted into 408,838 shares of common
stock, including 97,929 shares relating to dividends. Upon an optional
conversion, dividends accrued at the rate of 12% are payable in shares of
common stock. As of April 2, 2005, if the holders of the remaining 117,240
shares of Series B Preferred stock had converted their shares, they would
have been entitled to 1,615,990 shares of our common stock, including 400,960
common shares related to dividends. In April 2005, 20,000 shares of Series B
preferred stock and dividends were converted into 276,087 shares of common
stock, including 68,815 shares relating to dividends.
(5)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
8
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 Commission File: 0-6933
Notes & Comments (Continued):
(5)Purchase Agreement (continued)
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
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.
(6)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 the first quarter of
fiscal year 2004. 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
significantly reduced the Company's revenues. On the other hand, it also
reduced its operating costs and positively impacted its cash flow.
9
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 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: April 2, 2005 Commission File: 0-6933
Item 2. Management's Discussion and Analysis or Plan of Operation
(continued)
Comparison of the quarter ended April 2, 2005 and the quarter ended April 4,
2004
Our revenues were $707,794 for the quarter ended April 2, 2005 and $950,068
for the quarter ended April 4, 2004. Revenues for the three months ended
April 2, 2005 decreased 26% compared to revenues for the same three months in
the prior year due to decreased memory sales resulting from the
discontinuance of our Super PC Memory, Inc. subsidiary after the first
quarter of 2004. The decrease in memory sales was partially offset by
increased sales of our fibre channel connectivity products.
Gross profit rate was 82% of sales for the three months ended April 2, 2005
and 44% for the three months ended April 4, 2004. 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 April 2, 2005 decreased by 22%
in comparison to operating expenses for the comparable three months of the
prior year. Selling expenses for the three months ended April 2, 2005
decreased by 57% compared to the amount of these expenses in the first
quarter of fiscal 2004 due to reductions in personnel and related expenses of
our discontinued subsidiary.
Other income(expense) for the quarter ended April 2, 2005 includes $32,600 of
interest expense. Other income(expense) for the quarter ended April 4, 2004
includes $792,628 of income from the sale by our subsidiary of a portion of
its customer information and rights to do business with said customers with
respect to Wintel products, $275,161 of loss on discontinuance of subsidiary
operations and $80,353 of interest expense.
Net income for the first quarter of fiscal 2005 was $128,000, or $0.01 per
share, as compared with net income of $314,000, or $0.02 per share, for the
first quarter of fiscal 2004.
11
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 Commission File: 0-6933
Item 2. Management's Discussion and Analysis or Plan of Operation
(continued)
Inflation
We did not experience any material adverse effects in the first quarter of
2005 or in the first quarter of 2004 due to general inflation.
Liquidity and Capital Resources
During the quarter ended April 2, 2005, net cash provided by operating
activities was $59,859. Net cash used in investing activities was $6,000. Net
cash used in financing activities was $44,347, relating primarily to
repayments under the loan agreement.
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 under which we may borrow up to $1,100,000. The
outstanding balance due to B.A. Associates, Inc. was $762,576 at April 2,
2005. We also have notes payable of $709,643 at April 2, 2005, 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 $234,643 includes $150,000 of series 1 bridge
financing note and $84,643 of accounts payable converted to notes payable.
Our cash was $323,000 and $314,000 at April 2, 2005 and December 31, 2004,
respectively. Working capital was a deficit of $4,202,000 and $4,324,000 at
April 2, 2005 and at December 31, 2004,
respectively. During the quarter ended April 2, 2005, we expended $6,000 for
capital equipment. During fiscal 2005, we expect to acquire less than
$100,000 of capital equipment.
Our profitability and liquidity depends upon being able to maintain present
revenue and gross profit levels. Management has also been working to secure
additional capital. There is no assurance that such capital will be raised.
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 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.
13
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 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).
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 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).
15
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 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).
16
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.12 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).
10.13 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).
10.14 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.)
10.15 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).
10.16 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).
10.17 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).
10.18 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).
10.19 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).
17
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.20 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).
10.21 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).
10.22 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).
10.23 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).
10.24 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).
10.25 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).
10.26 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).
10.27 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 Form 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).
18
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 Commission File: 0-6933
Item 6. Exhibit Index and Reports on Form 8-K(continued)
(b) Reports on Form 8-K
None.
19
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: April 2, 2005 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: May 16, 2005