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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
CAMBIO, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 28, 2000
To the Stockholders: NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Cambio, Inc. (the "Company") will be held at 9:00a.m. on
Tuesday, November 28, 2000 at the Embassy Suites, 9090 Southwest Freeway,
Houston, Texas, for the following purposes:
1. To elect directors to serve until the 2001 Annual Meeting of Stockholders and
thereafter until their successors are elected and qualified.
2. To approve an amendment of the Company's Certificate of Incorporation to
change the Company's name from Cambio, Inc. to Telynx, Inc.
3. To ratify the appointment of BDO Seidman, LLP as independent auditors for the
2001 fiscal year.
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Only stockholders of record at the close of business on October 20, 2000 are
entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available for inspection at the Company's offices at 6006 N.
Mesa, Suite 515, El Paso, Texas, for at least 10 days prior to and during the
meeting.
All stockholders are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, you are urged to complete, sign,
date and return the enclosed proxy as promptly as possible in the postage
prepaid envelope enclosed for that purpose. Any stockholder attending the
meeting may vote in person even if he or she has returned a proxy.
Sincerely,
Kent J. Van Houten
Secretary of the Corporation
El Paso, Texas
October 26, 2000
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are requested to
complete, sign and date the enclosed proxy as promptly as possible and return it
in the enclosed envelope (to which no postage need be affixed if mailed in the
United States).
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CAMBIO, INC.
6006 N. MESA, SUITE 515
EL PASO, TEXAS 79912
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by and on
behalf of the Board of Directors of Cambio, Inc. (the "Company") of proxies to
be used at the Annual Meeting of Stockholders of the Company (the "Annual
Meeting") to be held on Tuesday, November 28, 2000, and any postponement or
adjournment thereof. A copy of the Company's Annual Report to Stockholders for
the fiscal year ended June 30, 2000, which includes the Company's financial
statements as of and for the fiscal year ended June 30, 2000, accompanies this
Proxy Statement and the accompanying form of proxy and each are being mailed to
stockholders on or about October 26, 2000.
The shares represented by the proxies received pursuant to this solicitation and
not revoked will be voted at the Annual Meeting. A stockholder who has given a
proxy may revoke it by giving written notice of revocation to the Secretary of
the Company, or by giving a duly executed proxy bearing a later date. Attendance
in person at the Annual Meeting does not of itself revoke a proxy; however, any
stockholder who does attend the Annual Meeting may revoke a proxy previously
submitted by voting in person. Subject to any such revocation, all shares
represented by properly executed proxies will be voted in accordance with
specifications on the enclosed proxy. When a proxy is properly signed and
returned but no such specifications are made, such proxies will be voted FOR the
election of the two nominees for director listed in this Proxy Statement, FOR
the approval of the amendment to the Company's Certificate of Incorporation and
FOR ratification of the appointment of BDO Seidman, LLP as the Company's
independent auditors for the 2001 fiscal year.
The Company will bear the expense of preparing, printing and mailing this Proxy
Statement and the proxies solicited hereby and will reimburse banks, brokerage
firms and nominees for their reasonable expenses in forwarding solicitation
materials to beneficial owners of shares held of record by such banks, brokerage
firms and nominees. In addition to the solicitation of proxies by mail, officers
and regular employees of the Company may communicate with stockholders either in
person or by telephone or telegraph for the purpose of soliciting such proxies;
no additional compensation will be paid for such solicitation.
OUTSTANDING SHARES AND VOTING RIGHTS
Only stockholders of record at the close of business on October 20, 2000 (the
"record date") are entitled to notice of and to vote at the Annual Meeting. At
the close of business on the record date, the Company had outstanding 49,873,815
shares of Class A Common Stock and no shares of Class B Common Stock. The Class
A Common Stockholders are entitled to one vote per share. The Company also has
outstanding 500 shares of Series B Preferred Stock ("Preferred Stock"), the
holders of which are entitled to vote on all matters submitted to the holders of
Class A Common Stock. The holders of Preferred Stock are entitled to 500 votes
per share of Preferred Stock.
A plurality of the votes cast is required for the election of the two nominees
for director listed in this Proxy Statement. The affirmative vote of the holders
of a majority of the aggregate voting power of the outstanding shares of Class A
Common Stock and Preferred Stock voting together as a single class is
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required for the approval of the amendment of the Company's Certificate of
Incorporation. The affirmative vote of the holders of a majority of the
aggregate voting power of the outstanding shares of Class A Common Stock and
Preferred Stock voting together as a single class, present or represented at the
meeting, is required for ratification of BDO Seidman, LLP as the Company's
independent auditors for the 2001 fiscal year or to transact such other business
as may properly come before the Annual Meeting, or any adjournment thereof.
Abstentions with respect to any matter are treated as shares present or
represented by proxy and entitled to vote on that matter and thus have the same
effect as negative votes. Broker non-votes and other circumstances in which
proxy authority has been withheld do not constitute abstentions.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as relating to the beneficial
ownership of the Common Stock as of September 29, 2000:
o each beneficial owner of more than 5% of our common stock;
o each director of Cambio;
o each of the Named Executive Officers; and
o all executive officers and directors as a group.
NUMBER OF SHARES OF PERCENT OF SHARES OF
COMMON STOCK COMMON STOCK
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED
Ibrahim El-Ibrahim 4,000,000 8.0%
Ali Al-Dahwi (1) 853,894 1.7%
Scott Munden (2) 512,545 1.0%
Anas El-Mahdi (3) 472,792 *
Philip Chapman (4) 268,141 *
Steve Dong 215,373 *
Lin Meyer (5) 50,000 *
All directors and
executive officers as a
group (6 persons)
2,422,745 4.8%
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*LESS THAN 1%
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, based on factors including voting and
investment power with respect to shares. Percentage of beneficial ownership is
based on shares of the Company's Common Stock outstanding as of September
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29, 2000. Shares of Common Stock subject to options or warrants currently
exercisable, or exercisable within 60 days after September 29, 2000, are deemed
outstanding for the purpose of computing the percentage ownership of the person
holding such options or warrants, but are not deemed outstanding for computing
the percentage ownership of any other person. The address of the individuals
listed above is c/o Cambio.
(1) Includes 405,000 options.
(2) Includes 413,666 options.
(3) Includes 413,666 options.
(4) Includes 9,000 warrants held by Mr. Chapman and 6,000 warrants held by his
wife, Susan Chapman, for the purchase of Class A Common Stock. Mr. Chapman
disclaims beneficial ownership of these warrants.
(5) Represents 50,000 options.
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors of the Company currently consists of two members. The
following two persons have been nominated by the Board of Directors to serve as
directors until the 2001 Annual Meeting of Stockholders and thereafter until
their respective successors are duly elected and qualified.
Philip Chapman
Ali Al-Dahwi
If any nominee is unable or declines to serve as a director (a contingency which
the Company does not foresee), the proxies in the accompanying form will be
voted for any nominee who may be nominated by the present Board of Directors to
fill such vacancy.
Officers are elected at the first Board of Directors meeting following the
Annual Meeting at which the directors are elected and serve until their
successors are elected and qualified. There are no family relationships between
any of the directors, nominees for director, and executive officers.
The nominees, their respective ages, the year in which each first became a
director of the Company and their principal occupations or employment during the
past five years are as follows:
Philip Chapman, 39, has served as Chairman of the Board since September 1998.
From April 1997 to September 1998, Mr. Chapman was a director of Cambio
Networks, Inc. Mr. Chapman is currently and has been for the past five years, a
General Partner of Adler & Company, which is a member of Euro-America Venture
Partners LLC, which is the general partner of Euro-America-II. Mr. Chapman is
presently a director of Shells Seafood Restaurants as well as several privately
held companies. Mr. Chapman holds a BS in Psychology and an MBA in Finance and
Marketing from Columbia University.
Ali Al-Dahwi, 45, has served as a Director since September 1998 and has served
as President and Chief Executive Officer since January 1999. From September 1998
to January 1999, Mr. Al-Dahwi was President and Chief Operating Officer. From
July 1998 to September 1998, Mr. Al-Dahwi served as Vice
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President of Marketing of Cambio Networks, Inc. From 1982 to 1998, Mr. Al-Dahwi
held various positions at Accugraph Corporation including Vice President and
General Manager - Global Complex Enterprise Network Business Unit from 1996 to
1998 and Manager of International Operations from 1992 to 1996. Mr. Al-Dahwi
holds a BS in Civil Engineering from the University of Texas El Paso.
BOARD AND COMMITTEE MEETINGS
The Company has no standing Audit and Compensation Committees as the Board of
Directors currently handles these issues. In place of an Audit Committee the
Board monitors the effectiveness of the audit conducted by the Company's
independent auditors and the Company's internal financial and accounting
controls. The Board meets with management and the independent auditors as may be
required. The independent auditors have full and free access to the Board
without the presence of management. During the past fiscal year, there was one
regular meeting of the Board and 25 special meetings. Each incumbent director
attended more than 75% of the aggregate number of all board meetings.
Compensation of Directors
In the fiscal year ended June 30, 2000, the members of the Board of Directors
were not compensated in their capacity as such.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission. Executive officers, directors and greater than ten percent
beneficial owners are required by the SEC to furnish the Company with copies of
all Section 16(a) forms they file.
Based upon a review of the copies of such forms furnished to the Company and
written representations from its executive officers and directors, the Company
believes that during fiscal 2000 all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than ten percent
beneficial owners were complied with.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation as of
June 30, 2000 during the last three fiscal years paid by the Company for
services by its Chief Executive Officer and its four other highest-paid
executive officers whose total salary and bonus for such fiscal year exceeded
$100,000, collectively referred to below as the Named Executive Officers:
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LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- NUMBER OF SECURITIES OF OTHER
FISCAL YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION
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ALI AL-DAHWI(1) 2000 $150,015 $ 19,370 555,000 0
1999 $112,512 $ 8,895 250,000 0
1998 0 0 0 0
STEVE 2000 $135,000 $ 9,448 287,500 0
DONG 1999 $ 43,015 0 333,000 0
1998 0 0 0 0
ANAS 2000 $124,167 $ 12,354 500,500 0
EL-MAHDI 1999 $ 78,750 0 120,000 0
1998 0 0 0 0
SCOTT 2000 $105,000 $ 13,964 544,500 0
MUNDEN 1999 $ 48,399 0 76,000 0
1998 0 0 0 0
LIN 2000 $100,000 0 150,000 0
MEYER 1999 $ 18,799 0 0 0
1998 0 0 0 0
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(1) Mr. Al-Dahwi became President and Chief Operating Officer in September
1998.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth each grant of stock options during the fiscal
year ended June 30, 2000 to each of the Named Executive Officers. No stock
appreciation rights were granted during such fiscal year.
INDIVIDUAL GRANTS
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED
UNDERLYING OPTIONS TO EMPLOYEES IN EXERCISE PRICE EXPIRATION
GRANTED FISCAL 2000 ($/SHARE) DATE
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ALI AL-DAHWI 621,771 12.0% $0.20 09/14/04
STEVE DONG 336,373 6.0% $0.20 03/05/05
ANAS EL-MAHDI 514,584 10.0% $0.20 10/01/04
SCOTT MUNDEN 544,500 10.0% $0.20 10/26/04
LIN MEYER 150,000 2.0% $0.20 04/19/05
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OPTION VALUES
The following table sets forth for each of the Named Executive Officers options
exercised and the number and value of securities underlying unexercised options
that are held by the Named Executive Officers as of June 30, 2000.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT YEAR
ACQUIRED ON VALUE OPTIONS AT YEAR END END ($)
EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
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ALI AL-DAHWI 1,216,771 $ 243,354 405,000/0 $45,562/$0
STEVE DONG 333,000 $ 66,000 0/336,373 $0/$37,842
ANAS EL-MAHDI 14,584 $ 2,917 206,833/413,667 $23,269/$46,537
SCOTT MUNDEN 0 0 206,833/413,667 $23,269/$46,537
LIN MEYER 0 0 50,000/100,000 $5,625/$11,250
EMPLOYMENT AGREEMENT
The Company has an employment agreement with Mr. Al-Dahwi. The terms of the
contract generally provide for the following:
i. Salary of $150,000, with a bonus of 1.5% of sales.
ii. 1,000,000 options with each option being exercisable for 1
share of Common Stock at $0.20 a share. 750,000 of the options
vest over a three-year period and the remaining 250,000 vested
at issuance.
iii. The agreement has a one-year renewable term, which renews on
February 4, 2001.
iv. In the event of termination of the agreement, Mr. Al-Dahwi is
entitled to a severance payment of 6 months base salary
payable semi-monthly over 6 months, and all options
outstanding will vest.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no material interests, direct or indirect, of directors, executive
officers or senior officers or any known associate or affiliate of any of the
foregoing in any transaction during the last two years, or in any proposed
transaction which has materially affected or would materially affect us or any
of the Company's subsidiaries and which is not otherwise disclosed herein except
for the following:
On February 2, 1999, the Company entered into an agreement with Imperial Loan
Management Corporation whereby it transferred all of the issued and outstanding
stock of its discontinued healthcare subsidiaries to Imperial, an affiliate of
its former Chairman and CEO, Harvey Wm. Glasser, M.D., who is
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overseeing the liquidation of the Subsidiaries on behalf of Imperial. As part of
the agreement, Imperial will use its best efforts to liquidate each of the
Subsidiaries, settling outstanding obligations and collecting all amounts due.
The Company remains a guarantor of the Subsidiaries' outstanding indebtedness,
which approximates $677,808 as of June 30, 2000, and are entitled to receive
one-half of proceeds received after payment of all expenses. In connection with
this transaction, we recorded a charge to write-off the remaining net assets
from discontinued operations.
Frederick Adler, who purchased a significant portion of the Preferred Stock
offered in fiscal year 1999, is the father-in-law of the Chairman of the Board,
Philip Chapman.
PROPOSAL 2
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Board of Directors has unanimously approved, subject to stockholder
approval, an amendment to Article FIRST of the Company's Certificate of
Incorporation as amended, to change the name of the Company from Cambio, Inc. to
Telynx, Inc.
Subject to stockholder approval, Article First of the Company's Certificate of
Incorporation will be amended to read as follows:
"FIRST: The name of the Company is Telynx, Inc."
The Board of Directors has proposed this change and recommends its adoption in
order to align the Company better within the telecommunications industry. If
Proposal No. 2 is not adopted, the Company will be limited in its ability to add
value through achieving name branding of the Company and its products within the
telecommunications industry.
PROPOSAL 3
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company has appointed BDO Seidman, LLP as its independent auditors for the
fiscal year ending June 30, 2001. Representatives of BDO Seidman, LLP may be
present at the Annual Meeting. If the stockholders do not approve the selection
of BDO Seidman. LLP, the selection of other independent auditors will be
considered by the Board of Directors, although the Board of Directors would not
be required to select different independent auditors.
OTHER BUSINESS
The Board of Directors does not know of any business to be presented at the
Annual Meeting other than the matters set forth above, but if other matters
properly come before the meeting it is the intention of the persons named in the
proxies to vote in accordance with their best judgment on such matters.
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SUBMISSION OF PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Company's 2001 Annual
Meeting of Stockholders must be received at the Corporate Secretary's Office,
6006 N. Mesa, Suite 515, El Paso, Texas 79912, no later than June 28, 2001 to be
considered for inclusion in the Proxy Statement and form of proxy for that
meeting.
By Order of the Board of Directors
Kent J. Van Houten
Secretary of the Corporation
Dated: October 26 2000
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CAMBIO, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 28, 2000
The undersigned, a stockholder of Cambio, Inc. (the "Corporation"),
hereby constitutes and appoints Ali Al-Dahwi and Kent Van Houten and each of
them, the true and lawful proxies and attorneys-in-fact of the undersigned, with
full power of substitution in each of them, to vote all shares of Common Stock
of the Corporation which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Corporation to be held on November 28, 2000, and
at any and all adjournments or postponements thereof, as follows:
(1) ELECTION OF DIRECTORS
[ ] FOR the nominees listed below [ ] WITHHOLDING AUTHORITY
(except as marked to the to vote for all the
contrary below) nominees listed below
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Nominees: Ali Al-Dahwi and Philip Chapman.
(2) PROPOSAL TO APPROVE THE AMENDMENT OF THE CERTIFICATE OF
INCORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) PROPOSAL TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(4) In their discretion upon such other business as may properly
come before the meeting and any and all adjournments and postponements thereof.
(CONTINUED ON REVERSE SIDE.)
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(CONTINUED)
Shares represented by this Proxy will be voted in accordance with the
instructions indicated in items 1, 2 and 3 above. IF NO INSTRUCTION IS
INDICATED, THIS PROXY WILL BE VOTED FOR ALL LISTED NOMINEES FOR DIRECTORS AND
FOR PROPOSALS 2 AND 3.
Any and all proxies heretofore given by the undersigned are hereby
revoked.
Dated:
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Please sign exactly as your name(s) appear
hereon. If shares are held by two or more
persons each should sign. Trustees,
executors and other fiduciaries should
indicate their capacity. Shares held by
corporations, partnerships, associations,
etc. should be signed by an authorized
person, giving full title or authority.
PLEASE DATE, SIGN AND MAIL IN THE ENCLOSED REPLY ENVELOPE