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As filed with the Securities and Exchange Commission on April 17, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAMBIO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3022377
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
6006 NORTH MESA STREET
EL PASO, TEXAS 79912
(Address of registrant's Principal Executive Offices) (Zip Code)
CAMBIO, INC. 2000 STOCK PLAN
(Full title of the plan)
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ALI AL-DAHWI
CHIEF EXECUTIVE OFFICER
CAMBIO, INC.
6006 NORTH MESA STREET
EL PASO, TEXAS 79912
(Name and address of agent for service)
(915) 581-5828
(Telephone number, including area code, of agent for service)
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Copy to:
SHELDON NUSSBAUM, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED(1) OFFERING PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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COMMON STOCK $.01 PAR VALUE
PER SHARE.................. 5,000,000 SHARES $0.9375 $4,687,500 $1,237.50
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(1) THIS REGISTRATION STATEMENT ALSO COVERS SUCH INDETERMINATE NUMBER OF
ADDITIONAL SHARES OF COMMON STOCK AS IS NECESSARY TO ELIMINATE ANY DILUTIVE
EFFECT OF ANY FUTURE STOCK DIVIDEND, STOCK SPLIT, RECAPITALIZATION OR SIMILAR
TRANSACTION.
(2) ESTIMATED IN ACCORDANCE WITH RULE 457(h)(1) UNDER THE SECURITIES ACT OF
1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.
THE PROPOSED MAXIMUM OFFERING PRICE WAS DETERMINED BY MULTIPLYING 5,000,000, THE
NUMBER OF SHARES REGISTERED BY THIS REGISTRATION STATEMENT AS TO WHICH OPTIONS
MAY BE GRANTED UNDER THE CAMBIO, INC. 2000 STOCK PLAN, BY $0.9375, THE AVERAGE
OF THE HIGH AND LOW PRICES OF THE COMMON STOCK AS REPORTED ON THE NASDAQ
NATIONAL MARKET ON APRIL 12, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information called for in Part I of Form
S-8 will be sent or given to individuals who participate in the Cambio, Inc.
2000 Stock Plan as specified in Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not being filed with or
included in this Registration Statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Cambio, Inc. (the "Registrant") with the
Commission are incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended June
30, 1999 and the Registrant's Quarterly Report on Form 10-QSB for the quarters
ended September 30, 1999 and December 31, 1999.
(b) The description of the Company's Common Stock contained in the
Company's Prospectus dated November 27, 1991, forming a part of the Company's
Registration Statement on Form S-1 (File No. 33-44197).
In addition to the foregoing, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
indemnification of directors and officers of a corporation under certain
circumstances and subject to certain limitations. The Registrant's Certificate
of Incorporation of the Registrant provides that the Registrant shall indemnify
its directors and officers to the fullest extent
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permitted by the DGCL, including those circumstances in which indemnification
would otherwise be discretionary, and shall advance expenses to its officers and
directors as incurred in connection with proceedings against them for which they
may be indemnified. In addition, the Registrant has entered into Indemnity
Agreements with its directors and officers providing for the maximum
indemnification allowed by Section 145 of the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Cambio, Inc. 2000 Stock Plan.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total value
of securities offered would not exceed that which was
registered) and
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any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that clauses 1(i) and 1(ii) shall not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or
controlling person of the
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registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person of the
registrant in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Paso, State of Texas on April 17, 2000.
CAMBIO, INC.
By: /s/ Ali Al-Dahwi
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Ali Al-Dahwi
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ali Al-Dahwi and K. Crandal McDougall, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Ali Al-Dahwi Chief Executive Officer and Director (Principal April 17, 2000
- ----------------------------------- Executive Officer)
Ali Al-Dawhi
/s/ K. Crandal McDougall Chief Financial Officer and Director (Principal April 17, 2000
- ----------------------------------- Financial and Accounting Officer)
K. Crandal McDougall
/s/ Philip Chapman Director April 17, 2000
- -----------------------------------
Philip Chapman
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Cambio, Inc. 2000 Stock Plan.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)