10-Q/A 1 0001.txt 10-Q/A QTR ENDED 4/1/2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment to Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 Quarter Ended: April 1, 2000 Commission File Number: 0-6933 CAMBEX CORPORATION (Exact Name of Registrant as Specified in its Charter) Massachusetts 04-2442959 (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 360 Second Avenue, Waltham, Massachusetts 02451 (Address of principal executive offices) (Zip Code) (781) 890-6000 (Registrant's Telephone Number, Including Area Code) 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 common stock, as of the latest practicable date. Class Outstanding as of March 31, 2000 ------------ ----------------------------- Common 9,635,259 shares AMENDMENT NO 1 The undersigned registrant hereby amends its Quarterly Report on Form 10-Q for the quarter ended April 1, 2000 (the "Report"), by (a) adding Part II to the Report concerning "Other Information" immediately following Management's Discussion and Analysis of Financial Condition and Results of Operations and (b) filing certain exhibits to the Report concerning previously reported transactions related to the Company's issuance of Series 1 Bridge Financing Notes, Attached Repricing Warrants and Common Stock Purchase Warrants during the quarter ended April 1, 2000, as follows: 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 and Use of Proceeds 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 2.1 Reorganization Plan of the Company dated March 17, 1998. 2.2 Amended Disclosure Statement with respect to Reorganization Plan of the Company dated March 17, 1998. 3.1 Articles of Organization of the Company, as amended (included as Exhibit 1.1 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1981, and incorporated herein by reference). * 3.1.1 Articles of Amendment to Articles of Organization filed with the Massachusetts Secretary of State on December 11, 1987 (included as Exhibit 3.1.1 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1987, and incorporated herein by reference). * 3.1.2 Articles of Amendment to Articles of Organization filed with the Massachusetts Secretary of State on June 9, 1988 (included as Exhibit 3.1.2 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988, and incorporated herein by reference). * 3.1.3 Articles of Amendment to Articles of Organization filed with the Massachusetts Secretary of State on January 23, 1992 (included as Exhibit 3.1.3 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1993, and incorporated herein by reference). * 3.2 By-Laws of the Company, as amended. 4.1 Registration Rights Agreement among the Company, SovCap Equity Partners, Ltd., Correllus International, Ltd. and Arab Commerce Bank Ltd. (collectively, the "Sovereign Purchasers") dated as of January 18, 2000. 10.1 Employment Agreement between Joseph F. Kruy and the Company, dated as of November 18, 1994. 10.2 Incentive Bonus Plan (included as Exhibit 10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). * 10.3 1985 Non-Qualified Stock Option Plan (included as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1985, and incorporated herein by reference). * 10.4 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). * 10.5 Employee Stock Purchase Plan (included as Exhibit 10.9 to the Company's Annual Report on Form 10- K for the fiscal year ended August 31, 1994, and incorporated herein by reference). * 10.6 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). * 10.7 Series 1 Bridge Note Purchase Agreement among the Company and the Sovereign Purchasers dated as of January 18, 2000. 10.8 Escrow Agreement among the Company, the Sovereign Purchasers and Suntrust Bank, Atlanta dated as of January 6, 2000. 10.9 Placement Agent Agreement between the Company and Sovereign Capital Advisors, LLC ("Sovereign Advisors") dated as of January 18, 2000. 10.10 Guaranty Agreement among Joseph F. Kruy, the Company and the Sovereign Purchasers dated as of January 18, 2000. 10.11 Guaranty Agreement among CyberFin Corporation, the Company and the Sovereign Purchasers dated as of January 18, 2000. 10.12 Stock Pledge Agreement among Joseph F. Kruy, the Company and the Sovereign Purchasers dated as of January 18, 2000. 10.13 Stock Pledge Agreement among CyberFin Corporation, the Company and the Sovereign Purchasers dated as of January 18, 2000. 10.14 Series 1 Bridge Financing Note in favor of SovCap Equity Partners, Ltd. ("SovCap") dated as of January 18, 2000. 10.15 Attached Repricing Warrant in favor of SovCap dated as of January 18, 2000. 10.16 Series 1 Bridge Financing Note in favor of Correllus International, Ltd. ("Correllus") dated as of January 18, 2000. 10.17 Attached Repricing Warrant in favor of Correllus dated as of January 18, 2000. 10.18 Common Stock Purchase Warrant in favor of SovCap dated as of January 18, 2000. 10.19 Common Stock Purchase Warrant in favor of Correllus dated as of January 18, 2000. 10.20 Sovereign Warrant Agreement between the Company and Sovereign Advisors dated as of January 18, 2000. 10.21 Warrant Certificate registered in the name of Sovereign Advisors dated January 18, 2000. 10.22 Series 1 Bridge Financing Note in favor of Arab Commerce Bank Ltd. ("Arab Commerce") dated as of February 9, 2000. 10.23 Attached Repricing Warrant in favor of Arab Commerce dated as of February 9, 2000. 10.24 Common Stock Purchase Warrant in favor of Arab Commerce dated as of February 9, 2000. 10.25 Series 1 Bridge Financing Note in favor of SovCap dated as of February 9, 2000. 10.26 Attached Repricing Warrant in favor of SovCap dated as of February 9, 2000. 10.27 Common Stock Purchase Warrant in favor of SovCap dated as of February 9, 2000. 27 Financial Data Schedule * * Previously filed with the Securities and Exchange Commission (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, hereunto duly authorized. CAMBEX CORPORATION Date: July 11, 2000 By: /s/ Joseph F. Kruy Joseph F. Kruy, President and Chief Executive Officer