-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IJSPm6bwwy3k9g3NpqPFr5MUsXBcnxkxbsmyFLHDKxz8S7tNDQnmWSssVUjLIBMA u/rHA9fXFWgsrI8EvGdF9A== 0000016590-97-000008.txt : 19970430 0000016590-97-000008.hdr.sgml : 19970430 ACCESSION NUMBER: 0000016590-97-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970429 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBEX CORP CENTRAL INDEX KEY: 0000016590 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042442959 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06933 FILM NUMBER: 97589140 BUSINESS ADDRESS: STREET 1: 360 SECOND AVE CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178906000 MAIL ADDRESS: STREET 2: 360 SECOND AVE CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: CAMBRIDGE MEMORIES INC DATE OF NAME CHANGE: 19801204 10-K/A 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1996 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition perio to Commission file number 0-6933 CAMBEX CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04 244 2959 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 360 Second Avenue 02154 Waltham, Massachusetts (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: 617-890-6000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value Indicate by check mark 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] An Exhibit Index setting forth the exhibits filed herewith or incorporated by reference herein is included herein at Page A-1. The aggregate market value of the voting stock held by non-affiliates of Cambex Corporation as of March 27, 1997 was $10,256,577, based on the closing price of the common stock on the Nasdaq National Market reporting system on that date. The number of shares of Cambex Corporation's common stock outstanding as of March 27, 1997: 9,080,683. - 2 - PART III Item 11. Executive Compensation The following table provides certain summary information concerning compensation paid or accrued by the Company to or on behalf of the Company's Chief Executive Officer and each of the other executive officers of the Company (determined as of the end of the last fiscal year) for the fiscal years ended December 31, 1996, August 31, 1995 and August 31, 1994. Summary Compensation Table Annual Compensation Commissions and Incentive Name and Position Year Salary Bonuses Joseph F. Kruy 1996 $200,000 $ - Chairman, President and CEO 1995 $195,385 $ 8,962 1994 $180,000 $46,810 Sheldon M. Schenkler 1996 $110,000 $ - Vice President of Finance and 1995 $110,000 $ 1,680 Chief Financial Officer 1994 $106,731 $ 8,777 Long Term Compensation Awards All Other Options Compensation (1) Name and Position Year (#) Joseph F. Kruy 1996 - $3,854 Chairman, President and CEO 1995 - $2,250 1994 - $4,943 Sheldon M. Schenkler 1996 10,000 $3,237 Vice President of Finance and 1995 - $1,832 Chief Financial Officer 1994 5,000 $3,828 (1) Company contribution in Company Common Stock on officer's behalf to the Company's 401(k) Plan. Directors who are not employed by the Company receive an annual fee of $10,000 and a fee of $1,000 for each meeting of the Board attended. - 3 - STOCK OPTIONS The following table contains information concerning the grant of stock options under the Company's 1987 Combination Stock Option Plan to the executive officers named in the Summary Compensation Table. Option Grants in Last Fiscal Year Individual Grants % of Total Options Options Granted Exercise Granted to Employees in Price Expiration Name (#) Fiscal Year ($/share) Date Joseph F. Kruy --- --- --- --- Sheldon M. Schenkler 10,000 4.61 $5.10 3/4/2006 Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Name Term (1) 0% 5% 10% Joseph F. Kruy -- -- -- Sheldon M. Schenkler $9,000 $46,700 $104,600 (1) Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. These gains are based on assumed rates of stock price appreciation of 5% and 10% compounded annually from the date the options were granted to their expiration date. This table does not take into account any appreciation in the price of the Common Stock to date. Actual gains, if any, on stock option exercises will depend on the future performance of the Common Stock and the date on which the options are exercised. The Company does not necessarily agree that this procedure fairly values the options involved. - 4 - Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Value Number of Options at December 31, 1996 Shares Acquired Value Exercisable/ Name on Exercise (#) Realized Unexercisable Joseph F. Kruy 65,788 $336,177 - Sheldon M. Schenkler - - 25,100/15,000 Value of Unexercised In-the-money Options at December 31, 1996 (1) Exercisable/ Name Unexercisable Joseph F. Kruy - Sheldon M. Schenkler 14,459/- (1) The closing price of the Company's Common Stock on December 31, 1996 on the Nasdaq National Market was $1.81. The numbers shown reflect the value of options accumulated over all years of employment. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Compensation Committee is presently comprised of the Board of Directors. Mr. Kruy, the Company Chairman of the Board of Directors, President and CEO, participates as a member of the Board in compensation decisions, excluding decisions regarding his own compensation. - 5 - EMPLOYMENT CONTRACTS AND TERMINATION AGREEMENTS Mr. Kruy is employed under an agreement which provides for his full-time employment as Chairman of the Board of Directors, President and Chief Executive Officer of the Company until December 31, 1998. Pursuant to an employment agreement dated November 18, 1994, the Company has agreed to pay Mr. Kruy minimum base compensation of $200,000 per year and an incentive bonus pursuant to the Company's Incentive Bonus Plan in an amount equal to 4% of the Company's pre-tax profit, as defined, beginning in fiscal year 1995 for each fiscal year during the term of the agreement. If another person is given either the title or the powers of Chief Executive Officer, Mr. Kruy will be entitled to resign and continue to be paid his fixed and incentive compensation, subject to mitigation, through December 31, 1998. REPORT ON EXECUTIVE COMPENSATION The Company has designed its compensation program to compensate employees, including its executives, in a consistent manner to promote a cooperative effort toward common goals of quality performance. Compensation is set at levels which the Company believes will attract, motivate and retain employees who can achieve these goals. Compensation for the Company's executive officers consists of base salary, bonus and stock options. Base salaries and stock options are approved by the Compensation Committee presently comprised of the Board of Directors based upon a review of the responsibilities of the officer as well as a review of the base salaries and stock options of similar positions in other high technology companies of comparable revenues. The Company believes that a substantial portion of an employee's compensation should be based on the performance of the Company. Therefore, the Company has an Incentive Bonus Plan which provides for annual cash bonuses to certain key employees of the Company based on the Company's operating results for the year up to an aggregate maximum of 15% of the Company's pre-tax income. As of December 31, 1996, approximately 10 employees were eligible to participate in this plan. Of the executive officers, Messrs. Kruy and Schenkler were participants in the plan in 1996. The amount of each individual bonus is determined at the discretion of the Board of Directors. The Company also has the Cambex Corporation Employee Stock Purchase Plan which is an equity purchase plan designed to attract and retain employees who can make significant contributions to the success of the Company. - 6 - BOARD OF DIRECTORS Joseph F. Kruy Philip C. Hankins C. V. Ramammorthy Robert J. Spain Item 12. Security Ownership of Certain Beneficial Owners and Management (#)Shares of Common Stock Beneficially Owned as of Percent Name December 31, 1996 of Class Joseph F. Kruy 1,404,940 (1) 15.43% Philip C. Hankins 106,358 1.17% C.V. Ramamoorthy 99,156 1.09% Robert Spain 0 0% Sheldon M. Schenkler 10,900 (2) 0.11% All directors and executive officers as a group (5) persons 1,621,354 (3) 17.80% (1) Includes 56,250 shares owned by Mr. Kruy as co-trustee for his wife and children. Excludes 960,194 shares held by CyberFin Corporation, which is owned by Mr. Kruy's son. Mr. Kruy disclaims any beneficial interest in such shares. (2) Excludes 25,100 shares as to which options are exercisable currently or within 60 days, of which 10,100 are in-the-money options. (3) Directors and officers have shared investment power with respect to 56,250 shares and sole voting power with respect to 1,565,104 shares. Solely for the purpose of calculating the aggregate market value of voting stock held by non-affiliates of the Company as set forth on the Cover Page, it was assumed that only directors and executive officers on the calculation date together with spouses and dependent children of such persons constituted affiliates. - 7 - SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company 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 March 27, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated as of March 27, 1997. By: /s/ Joseph F. Kruy Joseph F. Kruy, Chairman of the Board, President and Director (Principal Executive Officer) By: /s/ Sheldon M. Schenkler Sheldon M. Schenkler, Vice President of Finance (Principal Financial and Accounting Officer) By: /s/ Robert J. Spain Robert J. Spain, Director By: /s/ Philip C. Hankins Philip C. Hankins, Director By: /s/ C. V. Ramamoorthy C. V. Ramamoorthy, Director - 8 - -----END PRIVACY-ENHANCED MESSAGE-----