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 30, 2006 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 September 30, 2006
Preferred 98,223 shares
Common 23,294,058 shares
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2006 AND DECEMBER 31, 2005
ASSETS
SEPTEMBER 30, DECEMBER 31,
2006 2005
(unaudited) (audited)
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 111,032 $ 326,747
ACCOUNTS RECEIVABLE,
Less Reserves of $26,000 in 2006
And $29,000 in 2005 52,595 175,141
INVENTORIES 62,179 154,121
PREPAID EXPENSES 34,273 57,648
TOTAL CURRENT ASSETS $ 260,079 $ 713,657
PROPERTY AND EQUIPMENT, at cost:
MACHINERY AND EQUIPMENT $ 422,468 $ 422,468
FURNITURE AND FIXTURES 14,186 14,186
$ 436,654 $ 436,654
LESS - ACCUMULATED DEPRECIATION
AND AMORTIZATION 433,154 431,654
NET PROPERTY AND EQUIPMENT $ 3,500 $ 5,000
TOTAL ASSETS $ 263,579 $ 718,657
2
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2006 AND DECEMBER 31, 2005
LIABILITIES AND STOCKHOLDERS' INVESTMENT
SEPTEMBER 30, DECEMBER 31,
2006 2005
(unaudited) (audited)
CURRENT LIABILITIES:
LOAN AGREEMENT $ - $ 967,219
NOTES PAYABLE 429,643 464,643
ACCOUNTS PAYABLE 157,873 154,918
OTHER LIABILITIES 590,062 1,188,828
ACCRUED EXPENSES 1,710,306 1,604,386
TOTAL CURRENT LIABILITIES $ 2,887,884 $ 4,379,994
STOCKHOLDERS' INVESTMENT (Note 5):
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 - 37,240 shares in 2005 - 37,240
COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
ISSUED AND OUTSTANDING - 23,294,058 shares
in 2006 and 22,742,162 shares in 2005 2,329,406 2,274,216
CAPITAL IN EXCESS OF PAR VALUE 19,846,252 19,864,202
RETAINED EARNINGS (DEFICIT) (24,898,186) (25,935,218)
TOTAL STOCKHOLDERS' INVESTMENT $ (2,624,305) $ (3,661,337)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 263,579 $ 718,657
3
CAMBEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND OCTOBER 1, 2005
For the Quarter Ended For the Nine Months Ended
September 30, October 1, September 30, October 1,
2006 2005 2006 2005
REVENUES $ 266,058 $ 426,378 $2,153,567 $ 1,942,635
COST OF SALES 86,283 86,824 301,575 342,606
Gross profit $ 179,775 $ 339,554 $1,851,992 $ 1,600,023
OPERATING EXPENSES:
Research and development $ 224,728 $ 209,644 $ 675,386 $ 640,529
Selling 67,707 90,970 280,789 294,043
General and administrative 131,627 106,819 403,072 355,808
Total operating expenses $ 424,062 $ 407,433 $1,359,247 $ 1,290,380
OPERATING INCOME (LOSS) $(244,287)$ (67,879)$ 492,745 $ 309,649
OTHER INCOME (EXPENSE) $ 573,655 $( 28,800)$ 544,287 $( 83,002)
INCOME (LOSS) BEFORE INCOME TAXES $ 329,368 $ (96,679)$1,037,032 $ 226,647
Provision for income taxes - - - -
NET INCOME (LOSS) $ 329,368 $ (96,679)$1,037,032 $ 226,647
INCOME PER COMMON SHARE $ 0.01 $ 0.00 $ 0.04 $ 0.01
Weighted Average Common Shares
Outstanding 23,300,000 21,530,000 23,200,000 20,084,000
Weighted Average Common and Common
Equivalent Shares Outstanding 23,300,000 21,530,000 23,200,000 20,084,000
4
CAMBEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT (NOTE 5)
Common Stock Capital in Retained Cost of
$.10 Excess of Earnings Shares
Par Value Par Value (Deficit) Held in
Treasury
BALANCE, JANUARY 1, 2005,
before reclassification $1,986,561 $20,498,545 $(26,165,436) $(888,971)
Reclassification of treasury
stock to common stock ( 154,526) ( 734,445) - 888,971
BALANCE, January 1, 2005,
as reclassified 1,832,035 19,764,100 (26,165,436) 0
ADD:
Net income $ - $ - $ 226,647 $ -
Conversion of Preferred
Stock to Common Stock 93,272 (3,272) - -
Dividends 31,806 (31,806) - -
Conversion of Note Payable
and interest to Common
Stock 176,356 88,177 - -
Conversion of Accrued
Expenses to Common Stock 111,833 55,917 - -
BALANCE, OCTOBER 1, 2005 $2,245,302 $19,873,116 $(25,938,789) $ 0
BALANCE, JANUARY 1, 2006,
before reclassification $2,428,742 $20,598,647 $(25,935,218) $(888,971)
Reclassification of treasury
stock to common stock ( 154,526) ( 734,445) - 888,971
BALANCE, JANUARY 1, 2006,
as reclassified 2,274,216 19,864,202 (25,935,218) 0
ADD:
Net income $ - $ - $ 1,037,032 $ -
Conversion of Preferred
Stock to Common Stock 38,594 (1,354) - -
Dividends 16,596 (16,596) - -
BALANCE, SEPTEMBER 30, 2006$2,329,406 $19,846,252 $(24,898,186) $ 0
Series A Series B
Preferred Stock Preferred Stock
$1.00 Par Value $1.00 Par Value
BALANCE, JANUARY 1, 2005 $ 98,223 $ 147,240
ADD:
Conversion of Preferred
Stock to Common Stock - (90,000)
BALANCE, OCTOBER 1, 2005 $ 98,223 $ 57,240
BALANCE, JANUARY 1, 2006 $ 98,223 $ 37,240
ADD:
Conversion of Preferred
Stock to Common Stock - (37,240)
BALANCE, SEPTEMBER 30, 2006 $ 98,223 $ 0
5
CAMBEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND OCTOBER 1, 2005
Nine Months Ended
SEPTEMBER 30, OCTOBER 1,
2006 2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,037,032 $ 226,647
Adjustments to reconcile net income
to net cash provided by(used in)
operating activities:
Depreciation $ 1,500 $ 500
Amortization of prepaid expenses 8,147 6,800
Obligations for trade-in memory - ( 240,000)
Changes in operating assets and liabilities:
Accounts receivable 122,546 116,290
Inventory 91,942 ( 9,717)
Prepaid expenses 15,228 11,415
Accounts payable 2,955 ( 123,384)
Accrued expenses 105,920 98,628
Other liabilities ( 598,766) ( 31,331)
Total adjustments $( 250,528)$( 170,799)
Net cash provided by operating activities $ 786,504 $ 55,848
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $ - $( 6,000)
Net cash provided by(used in)investing activities $ - $( 6,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments)under loan agreement ( 967,219) 7,544
Repayments of notes payable ( 35,000) ( 45,000)
Net cash provided by
(used in) financing activities $(1,002,219)$( 37,456)
Net increase (decrease) in
cash and cash equivalents $( 215,715)$ 12,392
Cash and cash equivalents at beginning of period 326,747 313,770
Cash and cash equivalents at end of period $ 111,032 $ 326,162
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ 50
Income Taxes - -
Non-cash financing and investing activities:
Conversion of note payable and interest to
Common Stock - 264,533
Conversion of accrued expenses to Common Stock - 167,750
6
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 Commission File: 0-6933
Notes & Comments:
(1)Significant Accounting Policies
The accompanying consolidated financial statements include our
accounts and our wholly-owned subsidiaries. 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:
September 30, December 31,
2006 2005
Raw materials $ 7,066 $ 104,461
Work-in-process 23,815 14,491
Finished goods 31,298 35,169
$ 62,179 $ 154,121
(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: September 30, 2006 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 $0 and $967,219 at
September 30, 2006 and December 31, 2005, respectively.
Notes payable of $429,643 and $464,643 at September 30, 2006 and December 31,
2005, respectively, include $275,000 of advances payable which are due on
demand. The $275,000 of advances payable consists of amounts from related
parties. The balances of $154,643 and $189,643 as of September 30, 2006 and
December 31, 2005, respectively, include $4,643 and $39,643, 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 98,223 Series A Convertible Preferred shares
are issued and outstanding as of September 30, 2006. The Series A Convertible
Preferred shares have a dividend rate of 12%, when and if declared by the
Company's Board of Directors. Holders of shares of Series A Preferred stock
are not entitled to any voting rights for any shares of Series A Preferred
stock which they hold. The Series A Preferred Stock is 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 2006, the
remaining 37,240 shares of Series B Preferred Stock and dividends were
converted into 551,896 shares of common stock, including 165,954 shares
relating to dividends. Upon an optional conversion, dividends accrued at the
rate of 12% are payable in shares of common stock.
(5) Stockholders' Investment
Effective July 1, 2004, the Commonwealth of Massachusetts adopted a
legislative act that resulted in a new Massachusetts corporation law. Under
the Act, the general concept of issued but not outstanding stock is no longer
in place. As a result, any shares of stock that are purchased by the
corporation are returned to unissued status. Because the new law was
effective July 1, 2004, the reclassifications necessary have been reflected
on the Balance Sheets and in the Statements of Stockholders' Investment.
8
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 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 software and hardware 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 sold 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 high availability software, fibre channel host bus
adapters and hubs, 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. Our present host bus adapters
are based on the QLogic chipset. Lately, the demand for our fibre channel
connectivity products experienced a gradual shift towards software operating
with native server host bus adapters. As a result, we are transitioning our
fibre channel connectivity products towards high availability software
interoperable with the host bus adapters offered by the server manufacturers.
9
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 Commission File: 0-6933
Item 2. Management's Discussion and Analysis or Plan of Operation
(continued)
Comparison of the quarter ended September 30, 2006 and the quarter ended
October 1, 2005
Our revenues were $266,058 for the quarter ended September 30, 2006 and
$426,378 for the quarter ended October 1, 2005. Revenues in the third quarter
of 2006 decreased 38% compared to revenues in the third quarter of 2005 due
to decreased sales of our fibre channel connectivity products.
Gross profit rate was 68% of sales for the three months ended September 30,
2006 and 80% for the three months ended October 1, 2005.
Operating expenses for the three months ended September 30, 2006 increased by
4% in comparison to operating expenses for the comparable three months of the
prior year. Selling expenses for the three months ended September 30, 2006
decreased by 26% compared to the amount of these expenses in the third
quarter of fiscal 2005 due to decreases in personnel and related expenses.
Other income(expense) for the quarter ended September 30, 2006 includes other
income of $587,558 relating to write-off of accrued liabilities and $13,903
of interest expense. Other income(expense) for the quarter ended October 1,
2005 consists of $28,800 of interest expense.
Net income for the third quarter of fiscal 2006 was $329,000, or $0.01 per
share, as compared with net loss of $97,000, or $0.00 per share, for the
third quarter of fiscal 2005.
10
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 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 third quarter of
2006 or in the third quarter of 2005 due to general inflation.
Liquidity and Capital Resources
During the nine months ended September 30, 2006, net cash provided by
operating activities was $786,504. No cash was used in investing activities.
Net cash used in financing activities was $1,002,219, 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. There
was no outstanding balance due to B.A. Associates, Inc. at September 30,
2006. We also have notes payable of $429,643 at September 30, 2006,
including $275,000 of advances payable which are due on demand consisting of
borrowings from related parties. The notes payable balance of $154,643
includes $150,000 of series 1 bridge financing note and $4,643 of accounts
payable converted to notes payable.
Our cash was $111,000 and $327,000 at September 30, 2006 and December 31,
2005, respectively. Working capital was a deficit of $2,628,000 and
$3,666,000 at September 30, 2006 and at December 31, 2005, respectively.
During the quarter ended September 30, 2006, we did not have any expenditures
for capital equipment. During fiscal 2006, we expect to acquire less than
$100,000 of capital equipment.
Our profitability and liquidity depends upon being able to maintain adequate
revenue and gross profit levels. Management has also been working to secure
additional capital. There is no assurance that such capital will be raised.
11
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 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.
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 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).
13
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 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).
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).
10.1 Employment Agreement between Joseph F. Kruy and the Company,
dated as of November 18, 1994 (included as Exhibit 10.1 to the
Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
10.2 Incentive Bonus Plan (included as Exhibit 10.2 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
10.3 1987 Combination Stock Option Plan (included as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1987, and incorporated herein by reference).
10.4 2000 Equity Incentive Plan (included as Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, and incorporated herein by reference).
10.5 Series 1 Bridge Note Purchase Agreement among the Company and the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.7 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
15
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.13 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.)
10.14 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).
10.15 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).
10.16 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).
10.17 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).
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).
(b) Reports on Form 8-K
None.
16
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2006 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, 2006
17