-----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, BTIyZtFmFXRfg6ZhL0onipcYownrdY0oMoAnorPs++EW1ELhMMMmEaUE9i5eB/XK kqos9X7wRJXDFyTg1SLi8g== 0000894579-95-000130.txt : 19951003 0000894579-95-000130.hdr.sgml : 19951003 ACCESSION NUMBER: 0000894579-95-000130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950929 SROS: NASD GROUP MEMBERS: ALEXANDER M. MILLEY GROUP MEMBERS: CADMUS CORPORATION GROUP MEMBERS: ELIOT KIRKLAND L.L.C. GROUP MEMBERS: ELX LIMITED PARTNERSHIP GROUP MEMBERS: MILLEY ALEXANDER M GROUP MEMBERS: MILLEY MANAGEMENT INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELXSI CORP /DE// CENTRAL INDEX KEY: 0000712843 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 770151523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35748 FILM NUMBER: 95577586 BUSINESS ADDRESS: STREET 1: 4209 VINELAND ROAD SUITE J-I CITY: ORLANDO STATE: FL ZIP: 32811 BUSINESS PHONE: 4078491090 MAIL ADDRESS: STREET 1: 4209 VINELAND ROAD STREET 2: SUITE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 FORMER COMPANY: FORMER CONFORMED NAME: ELXSI CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ELXSI LTD DATE OF NAME CHANGE: 19870920 FORMER COMPANY: FORMER CONFORMED NAME: TRILOGY LTD DATE OF NAME CHANGE: 19870127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLEY ALEXANDER M CENTRAL INDEX KEY: 0001000247 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4209 VINELAND RD STREET 2: STE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 BUSINESS PHONE: 4078499800 MAIL ADDRESS: STREET 1: 4209 VINELAND RD STREET 2: STE J-1 CITY: ORLANDO STATE: FL ZIP: 32811 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* ELXSI Corporation - --------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - --------------------------------------------------------------- (Title of Class of Securities) 268613-205 - --------------------------------------------------------------- (CUSIP Number) Alexander M. Milley 4209 Vineland Road, Suite J-1, Orlando, Florida 32811 (407) 849-1090 - --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 19, 1995 - --------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE SCHEDULE 13D CUSIP No. 268613-205 Page 2 _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander M. Milley _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS N/A _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION USA _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 984,256* SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 984,256* WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 984,256* _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% _________________________________________________________________ 14) TYPE OF REPORTING PERSON IN _________________________________________________________________ * Includes: (i) shares held by other persons joining in this filing; and (ii) shares that Mr. Milley and other persons joining in this filing have the right to acquire. PAGE SCHEDULE 13D CUSIP No. 268613-205 Page 3 _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Milley Management Incorporated _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS N/A _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF -0- SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 169,147* EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON -0- WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER 169,147* _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,147* _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% _________________________________________________________________ 14) TYPE OF REPORTING PERSON CO _________________________________________________________________ * Consists entirely of shares held by another person joining in this filing. PAGE SCHEDULE 13D CUSIP No. 268613-205 Page 4 _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ELX Limited Partnership _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS N/A _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 480,000* SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 480,000* WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,000* _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0% _________________________________________________________________ 14) TYPE OF REPORTING PERSON PN _________________________________________________________________ * Includes shares that ELX Limited Partnership has the right to acquire. PAGE SCHEDULE 13D CUSIP No. 268613-205 Page 5 _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cadmus Corporation _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS N/A _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 169,147 SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 169,147 WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 169,147 _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% _________________________________________________________________ 14) TYPE OF REPORTING PERSON CO _________________________________________________________________ PAGE SCHEDULE 13D CUSIP No. 268613-205 Page 6 _________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eliot Kirkland L.L.C. _________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________ 4) SOURCE OF FUNDS N/A _________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _________________________________________________________________ NUMBER 7) SOLE VOTING POWER OF 215,109* SHARES _______________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY -0- EACH _______________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 215,109* WITH _______________________________________________ 10) SHARED DISPOSITIVE POWER -0- _________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 215,109* _________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% _________________________________________________________________ 14) TYPE OF REPORTING PERSON OO _________________________________________________________________ * Includes shares that Eliot Kirkland L.L.C. has the right to acquire. PAGE Alexander M. Milley ("AMM"), Milley Management Incorporated, a Delaware corporation ("MMI"), ELX Limited Partnership, a Delaware limited partnership ("ELX"), and Cadmus Corporation, a Massachusetts corporation ("Cadmus"), hereby amend their statement on Schedule 13D dated September 8, 1989 (the "Original Statement"), as amended by the Amendment No. 1 to the Original Statement dated October 2, 1989 ("Amendment No. 1"), the Amendment No. 2 to the Original Statement dated January 29, 1990 ("Amendment No. 2"), the Amendment No. 3 to the Original Statement dated November 6, 1992 ("Amendment No. 3"), the Amendment No. 4 to the Original Statement dated June 4, 1993 Statement ("Amendment No. 4"), the Amendment No. 5 to the Original Statement dated October 8, 1993 ("Amendment No. 5"), the Amendment No. 6 to the Original Statement dated November 30, 1993 ("Amendment No. 6"), the Amendment No. 7 to the Original Statement dated December 20, 1994 ("Amendment No. 7"), and the Amendment No. 8 to the Original Statement dated January 31, 1995 ("Amendment No. 8"; and the Original Statement as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the "Amended Statement"), filed with respect to the Common Stock, par value $.001 per share (the "Common Stock"), of ELXSI Corporation, a Delaware corporation (the "Issuer"). In addition, Eliot Kirkland L.L.C., a Delaware limited liability company ("Kirkland"), is joining in this Amendment No. 9 to the Amended Statement. The Original Statement as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 (the "Earlier Filings") were executed and filed by AMM, MMI, ELX and Cadmus jointly with other persons and entities, in accordance with Rule 13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 (the "Later Filings") was executed and filed by AMM, MMI, ELX, Cadmus, Winchester National, Inc., a Delaware corporation, and/or Winter Pond Partners, L.P., a Delaware limited partnership (liquidated and dissolved in May 1994). This Amendment No. 9 is being executed and filed by AMM, MMI, Cadmus, ELX and Kirkland (the "Amended Statement Filers") jointly with each other in accordance with such Rule, but not with any of the other persons or entities who joined in the Earlier Filings and/or Later Filings. The information reported in Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and/or this Amendment No. 9 relates solely to the Amended Statement Filers and other entities who joined in the execution and filing thereof, and not to any of such other persons or entities who joined in the Earlier Filings and/or Later Filings. Accordingly, each Amended Statement Filer hereby disclaims any responsibility for (i) the filing of any reports or information required under Section 13(d) of the Exchange Act and Regulation 13D-G promulgated thereunder relating to any of such other persons or entities, (ii) the timeliness of any such filing, and (iii) the completeness and accuracy of any such report or information. This Amendment No. 9 is being filed in order to report that: (1) on May 18, 1995 the Issuer granted to AMM nonqualified stock options to purchase an aggregate of 22,500 shares of Common Stock (the "1995 Plan Options") pursuant to the Issuer's 1995 Incentive Stock Option Plan (the "1995 Plan"), which 1995 Plan Options will become 100% exercisable on November 18, 1995; (2) in August 1995 MMI contributed to the capital of Kirkland: (x) 55,023 outstanding shares of Common Stock, (y) Series A Warrants to purchase 50,000 shares of Common Stock at $3.125 per share ("Series A Warrants"), and (z) Series C Warrants to purchase 68,762 shares of Common Stock at $4.36 per share ("Series C Warrants), as part of the initial equity capitalization of Kirkland ("MMI's Initial Kirkland Investment"); and (3) also as part of the initial equity capitalization of Kirkland, in August 1995 an investor not affiliated with any of the Amended Statement Filers contributed to the capital of Kirkland an additional 41,324 outstanding shares of Common Stock (such transaction, collectively with MMI's Initial Kirkland Investment, the "Kirkland Capitalization Transfers"). Except as set forth herein, there has been no material change in the facts set forth in the Amended Statement with respect to any of the Amended Statement Filers. Items and sub- items not expressly addressed herein are inapplicable with respect to the Amended Statement Filers, or the responses to them with respect to the Amended Statement Filers either are negative or have not changed from those of the Amended Statement. Item 2. Identity and Background. Eliot Kirkland L.L.C. is a Delaware limited liability company the principal business of which is engaging in investment activities. The address of Kirkland's principal business and office is 4209 Vineland Road, Suite J-1, Orlando, Florida 32811. (a)-(f) Kirkland has members (the limited liability company- analog to a corporation's stockholders), a single manager (the limited liability company-analog to a corporation's sole director), and executive officers (whose functions are similar to executive officers of corporations). Kirkland's sole manager is AMM, and its executive officers are AMM, Thomas R. Druggish ("TRD") and David M. Doolittle ("DMD"). Information required by this item with respect to TRD and DMD are set forth in Amendment No. 3, Amendment No. 4 and/or Amendment No. 7. Kirkland was formed on July 11, 1995. Since that time, Kirkland (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The 96,347 outstanding shares of Common Stock, 50,000 Series A Warrants and 68,762 Series C Warrants contributed to the capital of Kirkland in the Kirkland Capitalization Transfers were so contributed for no consideration other than equity interests in Kirkland. For this purpose outstanding shares of Common Stock were valued at $6.25 per share; Series A Warrants were valued at $3.125 per warrant; and Series C Warrants were valued at $1.89 per warrant. Item 4. Purpose of Transaction 1995 Plan Options. The stated purpose of the Issuer's 1995 Plan is to establish as close an identity as feasible between the interest of the Issuer and those of selected directors, officers and key employees of the Issuer, and also to attract, retain, motivate and reward persons of superior ability, training and experience. Kirkland Capitalization Transfers. The purpose of the Kirkland Capitalization Transfers was to provide a portion of Kirkland's initial equity capital so that it may commence its business activities. (The other initial equity capital invested or to be invested in Kirkland does not/will not include securities of the Issuer.) (a) From time to time after the date hereof any one or more of AMM, MMI, ELX, Cadmus or Kirkland may purchase or acquire additional shares of Common Stock (or options or warrants to purchase additional shares of Common Stock); however, there are currently no definitive plans or proposals to do so. The Company recently filed a Post-Effective Amendment to a Registration Statement under the Securities Act of 1933 in order to effect a "shelf" registration of, among other shares, 105,354 shares of Common Stock beneficially owned by Cadmus, 168,785 shares of Common Stock beneficially owned by Kirkland and 480,000 shares of Common Stock beneficially owned by ELX. As expressed in such Post-Effective Amendment, it is the intent of Cadmus, Kirkland and ELX for the foreseeable future not to sell any of such shares, but rather to pledge some or all of such shares as security for margin loans the proceeds of which may be used for (among other things) the purchase of additional shares of Common Stock of the Company. However, there are currently no definitive plans or proposals to effect such transactions. Item 5. Interest in Securities of the Issuer (a) AMM. The aggregate number of shares of Common Stock beneficially owned by AMM is 984,256. Of these shares: (i) 20,000 are outstanding shares held by AMM; (ii) 77,500 are purchasable upon exercise of presently exercisable options granted by the Issuer to AMM; (iii) 22,500 are purchasable upon exercise of options (the 1995 Plan Options) granted by the Issuer to AMM and exercisable within 60 days; (iv) 96,347 are outstanding shares held by Kirkland; (v) 50,000 are purchasable upon exercise of presently exercisable, Series A Warrants held by Kirkland; (vi) 68,762 are purchasable upon exercise of presently exercisable, Series C Warrants held by Kirkland; (vii) 369,800 are outstanding shares held by ELX; (viii) 110,200 are purchasable upon exercise of presently exercisable options held by ELX on outstanding shares held by Continental Illinois Equity Corporation; and (ix) 169,147 are outstanding shares held by Cadmus. On a percentage basis these shares represent approximately 19.6% of the outstanding shares of the Common Stock (calculated and determined in accordance with Rule 13d-3(d)(1) under the Exchange Act). See sub-item 5(b) below for disclosure of the relationship between AMM and each of MMI, ELX, Cadmus and Kirkland. MMI. The aggregate number of shares of Common Stock beneficially owned by MMI is 169,147, all of which are outstanding shares held by Cadmus. On a percentage basis these shares represent approximately 3.5% of the outstanding shares of the Common Stock (calculated and determined in accordance with Rule 13d-3(d)(1) under the Exchange Act). See sub-item 5(b) below for disclosure of the relationship between MMI and Cadmus. ELX. The aggregate number of shares of Common Stock beneficially owned by ELX is 480,000. Of these shares: (i) 369,800 are outstanding shares held by ELX; and (ii) 110,200 are purchasable upon exercise of presently exercisable options held by ELX on outstanding shares held by Continental Illinois Equity Corporation. On a percentage basis these shares represent approximately 10.0% of the outstanding shares of the Common Stock (calculated and determined in accordance with Rule 13d-3(d)(1) under the Exchange Act). Cadmus. The aggregate number of shares of Common Stock beneficially owned by Cadmus is 169,147, consisting entirely of outstanding shares held by Cadmus. On a percentage basis these shares represent approximately 3.5% of the outstanding shares of the Common Stock (calculated and determined in accordance with Rule 13d-3(d)(1) under the Exchange Act). Kirkland. The aggregate number of shares of Common Stock beneficially owned by Kirkland is 215,109. Of these shares: (i) 96,347 are outstanding shares held by Kirkland; (ii) 50,000 are purchasable upon exercise of presently exercisable, Series A Warrants held by Kirkland; and (iii) 68,762 are purchasable upon exercise of presently exercisable, Series C Warrants held by Kirkland. On a percentage basis these shares represent approximately 4.4% of the outstanding shares of the Common Stock (calculated and determined in accordance with Rule 13d-3(d)(1) under the Exchange Act). (b) Each of AMM, ELX, Cadmus and Kirkland has the sole power to vote and to direct the vote, and the sole power to dispose of and to direct the disposition of, the shares of Common Stock reported hereinabove as being held by such Amended Statement Filer. MMI does not directly hold any of the Issuer's securities reported herein but, inasmuch as MMI is a controlling stockholder of Cadmus, MMI may be deemed to share (with Cadmus and/or AMM) the power to vote and to direct the vote, and to share (with Cadmus and/or AMM) the power to dispose of and to direct the disposition of, the shares of Common Stock reported hereinabove as being held Cadmus. AMM's beneficial ownership of shares held (or subject to options or warrants held) by: (i) Kirkland arises solely from his capacity as sole manager, President and a member thereof, (ii) ELX arises solely from his capacity as sole general partner thereof, and (iii) MMI and Cadmus arises solely from his capacity as sole director, President and a stockholder of MMI and his capacity as a director, President and (indirectly, through MMI) a controlling shareholder of Cadmus; and this filing shall not be construed as an admission that AMM is otherwise, for purposes of Section 13 of the Exchange Act or otherwise, the beneficial owner of any of the shares of Common Stock of the Issuer reported herein as being held by MMI, ELX, Cadmus or Kirkland. MMI's beneficial ownership of shares held by Cadmus arises solely from its capacity as a controlling shareholder thereof. This filing shall not be construed as an admission that any of MMI, ELX, Cadmus or Kirkland is otherwise, for purposes of Section 13 of the Act or otherwise, the beneficial owner of the shares of Common Stock of the Issuer reported herein as being held by any other Amended Statement Filer, and each of MMI, ELX, Cadmus and Kirkland hereby disclaims beneficial ownership of such shares. (c) Reference is hereby made to the description and discussion of the Kirkland Capitalization Transfers appearing elsewhere in this Amendment No. 9, which descriptions and discussions are hereby incorporated herein by reference in response to this sub-item. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer Kirkland. The Limited Liability Company Agreement of Kirkland -- to which Kirkland, AMM (as manager), MMI (as a member) and its other members are party -- provides that Kirkland will be managed, and the conduct of its business and affairs will be controlled, solely by its manager, AMM, and that he will have and possess the full rights, powers, privileges and authorities of a manager under Delaware's limited liability company statute. AMM's rights, powers, privileges and authorities as manager include the right to cause Kirkland: (i) to purchase, acquire, hold and otherwise invest in equity and debt securities (including Common Stock); (ii) to vote such securities; (iii) to sell, otherwise dispose of, borrow against and otherwise deal in such securities; and (iv) to make distributions to its members (including out of the proceeds from any sale of, or any dividend or interest payments on, such securities). ELX. The amended Agreement of Limited Partnership of ELX -- which has been completed and to which AMM (as general partner) and its limited partners are party -- provides that ELX will be managed, and the conduct of its business will be controlled, solely by its general partner, AMM, and that he will have and possess the full powers and rights of a general partner under Delaware's limited partnership statute. AMM's powers and rights as general partner include the right on behalf of ELX: (i) to exercise options to purchase shares of the capital stock of the Issuer; (ii) to obtain financing therefor; (iii) to acquire, vote, grant proxies with respect to and dispose of shares of the capital stock of the Issuer; and (iv) to make distributions (including out of the proceeds from any sale of, or any dividend payments on, shares of the Issuer). The undersigned no longer intend to file the amended Agreement of Limited Partnership of ELX as an exhibit to the Amended Statement (or subsequent amendments thereto). 1995 Plan Options. The 1995 Plan Options are governed by the terms of a 1995 Incentive Stock Option Plan Option Grant document, dated May 18, 1995 (the "1995 Plan Options Agreement") from the Issuer to AMM. The form of the 1995 Plan Options Agreement is being filed with this Amendment No. 9 as Exhibit C thereto. The following is a brief description of the terms of the 1995 Plan Options Agreement. The 1995 Plan Options Agreement permits AMM to purchase up to 22,500 shares of Common Stock at a price of $5.75 per share. The 1995 Plan Options become exercisable on November 18, 1995 and expire on May 18, 2005. AMM may exercise the 1995 Plan Options by delivery of a written notice to a designated officer of the Issuer. Unless the shares acquired upon exercise have been registered under the Securities Act of 1933, AMM shall provide the Issuer with a letter to the effect that the shares are being purchased for his own account for investment and not with a view to distribution or resale, and to such other effects as the Issuer deems necessary to comply with Federal and state securities laws. The exercise price may be paid in cash, by delivery and assignment to the Issuer of securities of the Issuer owned by AMM or by a combination of these; alternatively, AMM may purchase the shares through a "cashless" exercise. The Issuer's obligation to deliver the shares of Common Stock upon exercise of the 1995 Plan Options shall be subject to AMM's satisfaction of all applicable Federal, state and local tax withholding obligations. The 1995 Plan Options may not be transferred by AMM except by will or the laws of descent and distribution. If AMM ceases to be eligible to exercise the 1995 Plan Options, they may nevertheless be exercised within ninety days of his becoming ineligible if the Issuer consents thereto in writing or if AMM became ineligible through retirement. In the event of AMM's death or disability, the option may be exercised by AMM's executor or heir within the one-year period following his death or disability. The provisions of the 1995 Plan Options Agreements are subject to the terms and conditions of the 1995 Plan, which is being been filed as Exhibit B to this Amendment No. 9. Item 7. Material to be Filed as Exhibits Exhibit A - Joint Filing Agreement, dated September 20, 1995, among Alexander M. Milley, Milley Management Incorporated, ELX Limited Partnership, Cadmus Corporation and Eliot Kirkland L.L.C. Exhibit B - ELXSI Corporation 1995 Incentive Stock Option Plan (the "1995 Plan") Exhibit C - Form of ELXSI Corporation 1995 Incentive Stock Option Plan Option Grant document granting AMM nonqualified options to purchase 22,500 shares of Common Stock (the "1995 Plan Options Agreement") After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 20, 1995 MILLEY MANAGEMENT INCORPORATED /s/ Alexander M. Milley By:/s/ Alexander M. Milley Alexander M. Milley, Alexander M. Milley individually President ELX LIMITED PARTNERSHIP CADMUS CORPORATION By:/s/ Alexander M. Milley By:/s/ Alexander M. Milley Alexander M. Milley Alexander M. Milley Sole General Partner President ELIOT KIRKLAND L.L.C. By:/s/ Alexander M. Milley Alexander M. Milley President PAGE EXHIBIT INDEX Exhibit Document Page - ------- -------------------------------------- ----- A Joint Filing Agreement, dated September 20, 1995, among Alexander M. Milley, Milley Management Incorporated, ELX Limited Partnership, Cadmus Corporation and Eliot Kirkland L.L.C. B ELXSI Corporation 1995 Incentive Stock Option Plan (the "1995 Plan") C Form of ELXSI Corporation 1995 Incentive Stock Option Plan Option Grant document granting AMM nonqualified options to purchase 22,500 shares of Common Stock (the "1995 Plan Options Agreement") EX-99.A 2 JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT In accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned parties hereby agree that the Amendment No. 9 of even date herewith to the Statement on Schedule 13D dated September 8, 1989 (as previously amended) with respect to ELXSI Corporation is filed on behalf of each of the undersigned parties, and that any further amendments thereto executed by any of the undersigned parties shall be filed on behalf of such of those parties who shall have executed the same. Dated: September 20, 1995 MILLEY MANAGEMENT INCORPORATED /s/ Alexander M. Milley By:/s/ Alexander M. Milley Alexander M. Milley, Alexander M. Milley individually President ELX LIMITED PARTNERSHIP CADMUS CORPORATION By:/s/ Alexander M. Milley By:/s/ Alexander M. Milley Alexander M. Milley Alexander M. Milley Sole General Partner President ELIOT KIRKLAND L.L.C. By:/s/ Alexander M. Milley Alexander M. Milley President EX-99.B 3 ELXSI CORPORATION 1995 INCENTIVE STOCK OPTION PLAN EXHIBIT B ELXSI CORPORATION 1995 INCENTIVE STOCK OPTION PLAN 1. Purpose. The purpose of this Plan is to advance the interests of ELXSI Corporation by providing an opportunity to selected directors, officers and key employees of the Company and its Subsidiaries to purchase shares of Common Stock through the exercise of options granted pursuant to this Plan, which may be either Incentive Options or Nonqualified Options. By encouraging such stock ownership, the Company seeks to establish as close an identity as feasible between the interests of the Company and its Subsidiaries and those of such directors, officers and key employees and also seeks to attract, retain, motivate and reward persons of superior ability, training and experience. 2. Definitions (1) Board means the Board of Directors of the Company. (2) Code means the Internal Revenue Code of 1986 and regulations thereunder, as amended from time to time. (3) Committee means the committee appointed by the Board responsible for administering the Plan or, in the absence of the such an appointment, the Compensation Committee of the Board. (4) Common Stock means the common stock of the Company, par value $.001 per share. (5) Company means ELXSI Corporation, a Delaware corporation. (6) Director means each individual who is serving as a member of the Board as of the time of reference. (7) Eligible Person means an individual who is serving in any one or more of the following capacities: Director, director of a Subsidiary, officer of the Company, officer of any Subsidiary, or Key Employee. (8) Employee means an employee of the Company or any Subsidiary within the meaning of Code Section 3401(c). (9) Incentive Option means a stock option granted to an Employee and intended to qualify as an "incentive stock option" within the meaning of Code Section 422 and designated as such. (10) Key Employee means an executive, managerial or administrative Employee. (11) Nonqualified Option means a stock option not intended to be an Incentive Option and designated as nonqualified, the federal income tax treatment of which is determined generally under Code Section 83. (12) Option means either an Incentive Option or a Nonqualified Option granted pursuant to this Plan. (13) Plan means this ELXSI Corporation 1995 Incentive Stock Option Plan as set forth herein, and as amended from time to time. (14) Securities Act means the Securities Act of 1933, as amended, and rules and regulations promulgated pursuant thereto, as amended from time to time. (15) Subsidiary means a "subsidiary" of the Company within the meaning of Code Section 424(f), which generally is defined as any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3. Effective Date. This Plan was approved and adopted by the Board on March 16, 1995. The effective date of this Plan shall be May 18, 1995, the date of the annual meeting of stockholders of the Company, so long as this Plan is approved by the stockholders of the Company on said date. 4. Stock Subject to Plan. The maximum aggregate number of shares of Common Stock that may be made subject to Options granted hereunder is 125,000 shares, which number shall be adjusted in accordance with Section 9 in the event of any change in the Company's capital structure. Shares of Common Stock issued pursuant to this Plan may consist, in whole or in part, of either authorized and unissued shares or issued shares held in the Company's treasury. Any shares subject to an Option that for any reason expires or is terminated unexercised as to such shares may again be the subject of an Option under this Plan. 5. Administration. The Plan shall be administered by a Committee appointed by the Board consisting of not fewer than two individuals who are Directors. The Board shall have the discretion to remove and appoint members of the Committee from time to time. The Committee shall have full power and discretion, subject to the express provisions of this Plan, (i) to determine the Eligible Persons to whom Options are to be granted, the time or times at which Options are to be granted, the number of shares of Common Stock to be made subject to each Option, whether each Option is to be an Incentive Option or a Nonqualified Option, the exercise price per share under each Option, and the maximum term of each Option; (ii) to interpret and construe the Plan and to prescribe, amend and rescind rules and regulations for its administration; (iii) to determine the terms and provisions of each option agreement evidencing an Option; and (iv) to make all other determinations the Committee deems necessary or advisable for administering this Plan. All decisions of the Committee shall be made by a majority of its members, which shall constitute a quorum, and shall be reflected in minutes of its meetings. 6. Eligibility. Options may be granted to such Eligible Persons as the Committee selects. 7. Terms and Conditions of Options. Options granted pursuant to this Plan shall be evidenced by stock option agreements in such form and containing such terms and conditions as the Committee shall determine. If an Eligible Person to whom an Option is granted does not execute an option agreement evidencing that Option in the form prescribed by the Committee within the later of (i) thirty days from the date of grant of the Option or (ii) ten days after the Eligible Person's receipt of an option agreement from the Company, the Option shall be void and of no further force or effect. Each option agreement evidencing an Option shall contain among its terms and conditions the following: (1) Price. Subject to the conditions on Incentive Options contained in Section 8(2), if applicable, the purchase price per share of Common Stock payable upon the exercise of each Option granted hereunder shall be as determined by the Committee in its discretion but shall not be less than the fair market value (or, in the case of Nonqualified Options, 75% of the fair market value) of the Common Stock on the day the Option is granted or, if greater, the book value of the Common Stock on that date. The fair market value of Common Stock shall be as determined by the Committee in its discretion in accordance with any applicable laws or rules. (2) Number of Shares and Kind of Option. Each option agreement shall specify the number of shares to which it pertains and shall specify whether the Option is a Nonqualified Option or an Incentive Option. (3) Terms of Exercise. Subject to the conditions on Incentive Options contained in Section 8(2), if applicable, and to Section 10, each Option shall be exercisable for the full amount or for any part thereof and at such intervals or in such installments as the Committee may determine at the time it grants such Option; provided, however, that (i) no Option shall be exercised as to fewer than 25 shares of Common Stock or, if less, the total number of shares of Common Stock remaining unexercised under the Option, and (ii) no Option shall be exercisable with respect to any shares earlier than six months from the date the Option is granted or later than ten years after the date the Option is granted, except to the extent permitted in the event of the death of the holder of a Nonqualified Option under Section 7(7). (4) Notice of Exercise and Payment. An Option shall be exercisable only by delivery of a written notice to the Company's Treasurer, or any other officer of the Company that the Committee designates to receive such notices, specifying the number of shares of Common Stock for which the Option is being exercised. If the shares of Common Stock acquired upon exercise of an Option are not at the time of exercise effectively registered under the Securities Act, the optionee shall provide to the Company or Committee, as a condition to the optionee's exercise of the Option, a letter, in form and substance satisfactory to the Company, to the effect that the shares are being purchased for the optionee's own account for investment and not with a view to distribution or resale, and to such other effects as the Company deems necessary or appropriate to comply with federal and applicable state securities laws. Payment shall be made in full at the time the Option is exercised. Payment shall be made by: (i) cash; (ii) delivery and assignment to the Company of shares of Common Stock owned by the optionee; (iii) delivery and assignment to the Company of other securities of the Company owned by the optionee; (iv) delivery of a written exercise notice, including irrevocable instructions to the Company to deliver the stock certificates issuable upon exercise of the Option directly to a broker named in the notice that has agreed to participate in a "cashless" exercise on behalf of the optionee. (v) a combination of (i), (ii) and (iii). Upon the optionee's satisfaction of all conditions required for the exercise of the Option and payment in full of the purchase price for the shares being acquired as aforesaid, the Company shall, within a reasonable period of time following such exercise, deliver a certificate representing the shares of Common Stock so acquired; provided, that the Company may postpone issuance and delivery of shares upon any exercise of an Option to the extent necessary or advisable to comply with applicable exchange listing requirements, National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") requirements, or federal or state securities laws. (5) Withholding Taxes. The Company's obligation to deliver shares of Common Stock upon exercise of an Option, in whole or in part, shall be subject to the optionee's satisfaction of all applicable federal, state and local tax withholding obligations, if any. (6) Nontransferability of Option. No Option shall be transferable by the optionee otherwise than by will or the laws of descent and distribution and shall be exercisable during the optionee's lifetime only by the optionee (or the optionee's guardian or legal representative). (7) Termination of Options. Each option agreement evidencing an Option shall contain provisions for the termination of the Option if the optionee ceases for any reason to be an Eligible Person, which provisions shall be no more favorable to the optionee than the following: (i) Termination With Consent. If the optionee ceases to be an Eligible Person and the Company consents in writing to the optionee's exercise of an Option following such termination, then the optionee may, at any time within a period of 90 days following the date of such termination, exercise such Option to the extent that the Option was exercisable on the date the optionee ceased to be an Eligible Person; (ii) Retirement. If the optionee ceases to be an Eligible Person by reason of retirement, then the optionee may, at any time within a period of 90 days following the date of such termination, exercise each Option held by the optionee on such date to the full extent of the Option; (iii) Death or Disability. In the event of the optionee's death or disability (within the meaning of Code Section 22(e)(3)) either (x) while an Employee or (y) with respect only to Nonqualified Options, while eligible to exercise a Nonqualified Option under Subsections 7(7)(i) or (ii) above, then the optionee (or the optionee's legal representative, executor, administrator, or person acquiring an Option by bequest or inheritance) may, at any time within a period of one year following the date of the optionee's death or commencement of disability, exercise each Option held by the optionee on such date to the full extent of the Option; and (iv) Other Termination. If the optionee ceases to be an Eligible Person for any reason other than those enumerated in Subsections 7(7)(i) through (iii) above, each Option granted to the optionee, to the extent outstanding on the date of such termination, shall terminate immediately on such termination and may not be exercised thereafter; provided, however, that no Option may be exercised to any extent by anyone after the date of expiration of the Option's term, except that a Nonqualified Option shall remain exercisable as provided in Subsection 7(7)(iii) regardless of the Option's term. (8) Legends. Any restriction on transfer of shares of Common Stock provided in this Plan or in the option agreement evidencing any Option shall be noted or referred to conspicuously on each certificate evidencing such shares. 8. Restrictions on Incentive Options. Incentive Options (but not Nonqualified Options) granted under this Plan shall be subject to the following restrictions: (1) Limitation on Number of Shares. The aggregate fair market value, determined as of the date an Incentive Option is granted, of the shares with respect to which Incentive Options are exercisable for the first time by an Employee during any calendar year shall not exceed $100,000. If an Incentive Option is granted pursuant to which the aggregate fair market value of shares with respect to which it first becomes exercisable in any calendar year by an Employee exceeds the aforementioned $100,000 limitation, the portion of such Option which is in excess of the $100,000 limitation shall be treated as a Nonqualified Option pursuant to Code Section 422(d)(1). In the event that an Employee is eligible to participate in any other stock option plan of the Company or a Subsidiary which is also intended to comply with the provisions of Code Section 422, the $100,000 limitation shall apply to the aggregate number of shares for which Incentive Options may be granted under all such plans. (2) 10% Stockholder. If any Employee to whom an Incentive Option is granted pursuant to the provisions of this Plan is on the date of grant the owner of stock (as determined under Code Section 424(d)) possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Subsidiary, then the following special provisions shall be applicable to the Incentive Option granted to such individual: (i) The Option price per share subject to such Incentive Option shall not be less than 110% of the fair market value of one share on the date of grant; and (ii) The Incentive Option shall not have a term in excess of five (5) years from its date of grant. 9. Adjustment for Changes in Capitalization. Appropriate and equitable adjustment shall be made in the maximum number of shares of Common Stock subject to this Plan under Section 4 and, subject to Section 10, in the number, kind and option price of shares of Common Stock subject to then outstanding Options to give effect to any changes in the outstanding Common Stock by reason of any stock dividend, stock split, stock combination, merger, consolidation, reorganization, recapitalization or any other change in the capital structure of the Company affecting the Common Stock after the effective date of this Plan. 10. Change in Control, Merger, Etc. (1) Change in Control. Upon the occurrence of any of the events listed below, all outstanding Incentive Options and Nonqualified Options held by all optionees pursuant to this Plan which are not otherwise exercisable in whole or in part shall become immediately exercisable in full, unless and to the extent otherwise determined by the Committee. The events are as follows: (i) The sale by the Company of all or substantially all of its assets; (ii) Any of the following events if, immediately following such event, a majority of the Directors consists of persons who were not Directors immediately prior to the date of such event: (a) the sale of 50% or more of the outstanding shares of Common Stock of the Company in a single transaction; (b) the consummation of a tender offer (by a party other than the Company) for more than 50% of the outstanding shares of Common Stock of the Company; or (c) subject to Section 10(2) below, the consummation of a merger or consolidation involving the Company; or (iii) An election of new Directors if immediately following such election a majority of the Directors consists of persons who were not nominated by management to stand for election as Directors in such election. (2) Where Company Does Not Survive. In the event of a merger or consolidation to which the Company is a party but is not the surviving company, the Committee in its discretion may vote to negate and give no effect to the acceleration of Options pursuant to Section 10(1)(ii)(c), but only if and to the extent that an executed agreement of merger or consolidation provides that the optionee holding such an Option shall receive the same merger consideration as the optionee would have received as a stockholder of the Company had the exercisability of the Option been accelerated in accordance with Section 10(1)(ii)(c) and had the optionee, immediately prior to the merger or consolidation, exercised the Option for the full number of shares subject thereto, paid the exercise price in full, and satisfied all other conditions for the exercise of the Option. (3) Liquidation or Dissolution. The provisions of Section 9 and Subsections 10(1) and (2) shall not cause any Option to terminate other than in accordance with other applicable provisions of this Plan. However, in the event of the liquidation or dissolution of the Company, each outstanding Option shall terminate, except to the extent otherwise specifically provided in the option agreement evidencing the Option. 11. Rights of Optionee. No Eligible Person shall have a right to be granted an Option or, having received an Option, a right again to be granted an Option. An optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by his or her Option until the date the Option has been exercised and the full purchase price for such shares has been received by the Company. Nothing in this Plan or in any Option granted pursuant to the Plan shall confer on any individual any right to continue in the employ of or to continue as an officer or director of, this Company or any Subsidiary or to interfere in any way with the right of the Company or any Subsidiary to terminate or modify the terms or conditions of the Option holder's employment or other relationship with the Company or any Subsidiary. 12. Amendment and Termination of the Plan. Unless sooner terminated by the Board, this Plan shall terminate, so that no Options may be granted pursuant to it thereafter, on March 16, 2005. The Board may at any time amend, suspend or terminate this Plan in its discretion without further action on the part of the stockholders of the Company, except that: (1) no such amendment, suspension or termination of the Plan shall adversely affect or impair any then outstanding Option without the consent of the optionee holding the Option; and (2) any such amendment, suspension or termination that requires approval by the stockholders of the Company to comply with applicable provisions of the Code, applicable federal or state securities laws or NASDAQ or exchange listing requirements shall be subject to approval by the stockholders of the Company within the applicable time period prescribed thereunder, and shall be null and void if such approval is not obtained. EX-99.C 4 1995 INCENTIVE STOCK OPTION PLAN - OPTION GRANT EXHIBIT C ELXSI Corporation 4209 Vineland Rd., Suite J-1 Orlando, FL 32811 1995 Incentive Stock Option Plan Option Grant ELXSI Corporation hereby grants and awards options in the amount and on the terms listed below to the named recipient under the 1995 Incentive Stock Option Plan (the "Plan"). Terms used in this agreement that are defined in the Plan shall have in this agreement the meanings assigned to them in the Plan. Recipient: Alexander M. Milley Date of Grant: 5/18/95 TERMS AND CONDITIONS: 1. Option Price: $5 3/4 2. Number of Shares: 22,500 Qualified or Nonqualified: Nonqual 3. Terms of Exercise: Expiration Date: 5/18/05 Exercisable After: 11/18/95 Vesting Dates: 100% on 05/18/95 4. Notice of Exercise and Payment: An Option shall be exercisable only by delivery of a written notice to the Company's Treasurer, or any other officer of the Company the Committee designates to receive such notices, specifying the number of shares of Common Stock for which the Option is being exercised. If the shares of Common Stock acquired upon exercise of an Option are not at the time of exercise effectively registered under the Securities Act, the optionee shall provide to the Company, as a condition to the optionee's exercise of the Option, a letter, in form and substance satisfactory to the Company, to the effect that the shares are being purchased for the optionee's own account for investment and not with a view to distribution or resale, and to such other effects as the Company deems necessary or appropriate to comply with federal and applicable state securities laws. Payment shall be made in full at the time the Option is exercised. Payment shall be made by: (i) cash; (ii) delivery and assignment to the Company of shares of Common Stock owned by the optionee; (iii) delivery and assignment to the Company of other securities of the Company owned by the optionee; (iv) a combination of (i), (ii) and (iii); or (v) delivery of a written exercise notice, including irrevocable instructions to the Company to deliver the stock certificates issuable upon exercise of the Option directly to a broker named in the notice that has agreed to participate in a "cashless" exercise on behalf of the optionee. Upon the optionee's satisfaction of all conditions required for the exercise of the Option and payment in full of the purchase price for the shares being acquired, the Company shall, within a reasonable period of time following such exercise, deliver a certificate representing the shares of Common Stock so acquired; provided, that the Company may postpone issuance and delivery of shares upon any exercise of an Option to the extent necessary or advisable to comply with applicable exchange listing requirements, National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") requirements, or federal or state securities laws. 5. Withholding Taxes: The Company's obligation to deliver shares of Common Stock upon exercise of an Option, in whole or in part, shall be subject to the optionee's satisfaction of all applicable federal, state and local tax withholding obligations. 6. Nontransferability of Options: No Option shall be transferable by the optionee otherwise than by will or the laws of descent and distribution and shall be exercisable during the optionee's lifetime only by the optionee (or the optionee's guardian or legal representative). 7. Termination of Options: (i) Termination With Consent. If the optionee ceases to be an Eligible Person and the Company consents in writing to the optionee's exercise of an Option following such termination, then the optionee may, at any time within a period of 90 days following the date of such termination, exercise such Option to the extent that the Option was exercisable on the date the optionee ceased to be an Eligible Person; (ii) Retirement. If the optionee ceases to be an Eligible Person by reason of retirement, then the optionee may, at any time within a period of 90 days following the date of such termination, exercise each Option held by the optionee on such date to the full extent of the Option; (iii) Death or Disability. In the event of the optionee's death or disability (within the meaning of Code Section 22(e)(3)) either (x) while an Employee or (y) with respect only to Nonqualified Options, while eligible to exercise a Nonqualified Option under Sections 7(i) or (ii) above, then the optionee (or the optionee's legal representative, executor, administrator, or person acquiring an Option by bequest or inheritance) may, at any time within a period of one year following the date of the optionee's death or commencement of disability, exercise each Option held by the optionee on such date to the full extent of the Option; and (iv) Other Termination. If the optionee ceases to be an Eligible Person for any reason other than those enumerated in Sections 7(i) through (iii) above, each Option granted to the optionee to the extent outstanding on the date of such termination, shall terminate immediately on such termination and may not be exercised thereafter; provided, however, that no Option may be exercised to any extent by anyone after the date of expiration of the Option's term, except that a Nonqualified Option shall remain exercisable as provided in Section 7(iii) regardless of the Option's term. 8. Legends: Any restriction on transfer of shares of Common Stock provided in this Plan or in this option agreement evidencing any Option shall be noted or referred to conspicuously on each certificate evidencing such shares. 9. Plan Provisions: The provisions of this option agreement are subject to the terms and conditions of the Plan, all of which terms and conditions are incorporated herein by reference. Agreed to and accepted by: ELXSI Corporation by: ___________________________ Date: _________________ Name: Title: Recipient: _______________________________ Date: _________________ -----END PRIVACY-ENHANCED MESSAGE-----