WILLCOX & GIBBS INC
11-K, 1995-07-05
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington,  D.C.
                                       
                                       
                                  FORM 12B-25
                                       
                                       
                          NOTIFICATION OF LATE FILING
                                       
                                       
                                  Check One:
                                       
                                       
          [ ] Form 10-K and Form 10-KSB  [ ] Form 20-F  [X] Form 11-K
                 [ ] Form 10-Q and Form 10-QSB  [ ] Form N-SAR
                                       
                                       
                     For Period Ended:  December 31, 1994
                                       
                                       
Part I - Registrant Information


     Full name of Registrant:  Rexel, Inc. Employee Stock Ownership Plan


     Former name, if applicable:  Willcox & Gibbs, Inc. Employee Stock
                                     Ownership Plan


     Address of Principal Executive Office:  150 Alhambra Circle, Coral Gable,
                                               Florida 33134


<PAGE>

Part II - Rules 12b-25(b) and (c)

Not applicable


Part III - Narrative

The Form 11-K could not be filed within the prescribed period because of an
oversight.


Part IV - Other Information

(1)  Name and telephone number of person to contact in regard to this
     notification:
     
          Allan M. Gonopolsky 305-446-8000.
          
(2)  Have all other periodic reports required under section 13 or 15(d) of the
     Securities Exchange Act of 1934 or section 30 of the Investment Company
     Act of 1940 during the preceding 12 months or for such shorter period that
     the registrant was required to file such report(s) been filed?  If the
     answer is no, identify report(s).
     
                                             [ X ] Yes [  ] No

(3)  Is it anticipated that any significant change in results of operations
     from the corresponding period for the last fiscal year will be reflected
     by the earnings statements to be included in the subject report or portion
     thereof?
     
                                             [  ] Yes       [ X ] No

The undersigned has caused this notification to be signed on its behalf by
the undersigned there unto duly authorized.

                                REXEL, INC. EMPLOYEE STOCK OWNERSHIP PLAN
                                
                                
                                By  /s/ Allan M. Gonopolsky
                                   -------------------------------------------
                                    Allan M. Gonopolsky
                                    Member of the Plan
                                    Management Committee
                                    
Dated:  July 5, 1995



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