U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended: November 30, 1998
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ________________ to ______________.
Commission file Number: 0-18686
PAK MAIL CENTERS OF AMERICA, INC.
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(Name of small business issuer in its charter)
Colorado 89-0934575
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3033 South Parker Road, Suite 1200, Aurora, Colorado 80014
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 303-752-3500
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO ___
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The Issuer's revenues for its most recent fiscal year were $4,615,467.
The aggregate market value of the Issuer's voting stock held as of a recent date
by nonaffiliates of the Issuer cannot be ascertained due to the absence of
reliable information as to quoted prices with respect to the Issuer's common
stock.
As of February 26, 1999, the Issuer had 2,989,483 shares of its $0.001 par value
common stock issued and outstanding.
Transitional small business disclosure format: YES NO X
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
(e) Compliance With Section 16(a) of the Exchange Act.
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Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than 10% of the Company's
outstanding common stock to file reports of ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on a review of Form 3, 4 and 5 and amendments thereto
furnished to the Company during and for the Company's fiscal year ended November
30, 1998, there were no directors, officers or more than 10% shareholders of the
Company that failed to timely file a Form 3, Form 4 or Form 5, other than Donald
P. Kelly, who failed to file a Form 3 and a Form 4 for two transactions, J. S.
Corcoran, who failed to file a Form 4 for one transaction, F. Edward Gustafson,
who failed to file a Form 4 for three transactions, and Pak Mail Investment
Partners, L.P., which failed to file a Form 4 for one transaction.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a)(b) Security Ownership of Certain Beneficial Owners and Management.
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The following table sets forth as of February 26, 1999, the number of
shares of the Company's $0.001 par value common stock, its only class of
outstanding voting securities, beneficially owned by each of the Company's
current directors and executive officers, by all of the Company's current
directors and executive officers as a group, and by each person who owned of
record, or was known to own beneficially, more than 5% of the Company's
outstanding shares of common stock:
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Name and Address Amount and Nature of
of Beneficial Holder Beneficial Ownership(1) Percent of Class
- -------------------- ----------------------- ----------------
J. S. Corcoran 2,405,264(2) 66.9%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523
John W. Grant 800(3) (6)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523
F. Edward Gustafson 2,724,164(2)(4) 70.3%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523
John E. Kelly 12,000 (6)
3033 S. Parker Road, Suite 1200
Aurora, Colorado 80014
William F. White 2,000 (6)
701 Harger Road, Suite 190
Oak Brook, Illinois 60523
P. Evan Lasky -0- (6)
3033 S. Parker Road, Suite 1200
Aurora, Colorado 80014
All directors and executive 2,741,076(2)(4) 70.8%
officers as a group (9 persons)
D.P. Kelly and Associates, L.P. 303,400(4) 9.3%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523
Donald P. Kelly 2,769,070(2)(4) 71.5%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523
Pak Mail Investment Partnership L.P. 2,404,264(4) 66.9%
701 Harger Road, Suite 190
Oak Brook, Illinois 60523
Janie M. D'Addio 188,833(5) 6.3%
c/o Security Manufacturing Corporation
815 South Main Street
Grapevine, Texas 76051
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(1) The beneficial owners listed have sole voting and investment power with
respect to the shares shown unless otherwise indicated.
(2) Includes 1,800,000 shares of common stock owned by Pak Mail Investment
Partners, L.P. ("PMIP") and 604,264 shares of common stock underlying presently
exercisable warrants owned by PMIP. Messrs. Corcoran, Gustafson and Donald Kelly
are officers, directors and shareholders of Norcross Corporation, 701 Harger
Road, Suite 190, Oak Brook, Illinois 60523, which exercises control over PMIP,
and may be deemed to have the ability to vote or dispose of securities owned by
PMIP. Therefore, they may be deemed to be the beneficial owners of such shares
of common stock for the purposes of this table. However, for purposes of Rule
16a-1 adopted under the Securities Exchange Act of 1934, as amended, Messrs.
Corcoran, Gustafson and Donald Kelly disclaim beneficial ownership of the shares
of common stock owned by PMIP, except to the extent of each of their respective
pecuniary interests in PMIP.
(3) Shares owned jointly by Mr. Grant and his wife.
(4) Includes 23,400 shares of common stock owned by D.P. Kelly and
Associates, L.P. ("D.P. Kelly") and 280,000 shares of common stock underlying
presently exercisable warrants owned by D. P. Kelly. Messrs. Gustafson and
Donald Kelly are principals and executive officers of D.P. Kelly and may be
deemed to have the ability to vote or dispose of securities owned by D.P. Kelly.
Therefore, they may be deemed to be the beneficial owners of such shares of
common stock for the purposes of this table. However, for purposes of Rule 16a-1
adopted under the Securities Exchange Act of 1934, as amended, Messrs. Gustafson
and Donald Kelly disclaim beneficial ownership of the shares of common stock
owned by D.P. Kelly, except to the extent of each of their respective pecuniary
interest in D.P. Kelly.
(5) Information with respect to Ms. D'Addio's common stock is given to the
best of the Company's knowledge based upon the records of the Company's transfer
agent.
(6) Less than 1%.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
PAK MAIL CENTERS OF AMERICA, INC.,
a Colorado corporation
By: /s/ John E. Kelly
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John E. Kelly, President and
Chief Executive Officer
By: /s/ Raymond S. Goshorn
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Raymond S. Goshorn, Chief Financial
Officer, Treasurer and Secretary
Dated: May 25, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Name and Title Signature Date
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J.S. Corcoran /s/ J.S. Corcoran May 25, 1999
Director -------------------------------
John W. Grant /s/ John W. Grant May 25, 1999
Director -------------------------------
F. Edward Gustafson /s/ F. Edward Gustafson May 25, 1999
Director -------------------------------
John E. Kelly /s/ John E. Kelly May 25, 1999
Director -------------------------------
William F. White /s/ William F. White May 25, 1999
Director -------------------------------
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