As filed with the Securities and Exchange Commission
on December 12, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MAIL BOXES ETC.
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(Exact name of registrant as specified in its charter)
California 33-0010260
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6060 Cornerstone Court West, San Diego, California 92121-3795
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(Address of Principal Executive Offices) (Zip code)
Mail Boxes Etc. 1995 Employee Stock Option Plan
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(Full title of Plan)
Bruce M. Rosenberg, Mail Boxes Etc.,
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6060 Cornerstone Court West, San Diego, California 92121-3795
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(Name and address of agent for service)
Sales of the registered securities will begin as soon as
reasonably practicable after the effective date of the Registration Statement.
(619) 455-8800
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price <F1> fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(No Par Value) 3,000,000 $14.50 <F2> $42,000,000 $15,000.00
<FN>
<F1>
Estimated solely for the purpose of determining the registration fee.
</FN>
<FN>
<F2>
Estimated solely for the purpose of determining the registration fee.
</FN>
</TABLE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
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The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended April 30, 1995, filed with the Commission pursuant
to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act").
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarters ended July 31, 1995, and October 31, 1995.
(c) The description of the Common Stock of the Registrant
contained in the Registrant's Registration Statement filed pursuant to
Section 12 of the Exchange Act, in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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The financial statements of the Registrant appearing in the Company's
Annual Report on Form 10-K for the year ended April 30, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated herein by
reference. Such financial statements are, and audited financial statements
to be included in subsequently filed documents will be, incorporated herein
in reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
The validity of the issuance of the common stock offered hereby has been
passed on by Bruce M. Rosenberg, Vice President, General Counsel, and Secretary
of the Registrant. Mr. Rosenberg owns 11,647 shares and has options to
purchase 122,955 shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
As permitted by the California General Corporation Law 317, the
Company has included in Article IV of its Restated Articles of Incorporation
a provision to eliminate the personal liability of its directors for monetary
damages to the fullest extent permissible under California law. In addition,
Section 3.15 of the Bylaws of the Company provide that the Company shall
indemnify its officers and directors under certain circumstances, including
those circumstances in which indemnification may otherwise be discretionary,
and the Company may advance expenses to its officers and directors as incurred
in connection with proceedings against them for which they may be indemnified.
The Company has entered into indemnification agreements with its officers and
directors containing provisions that are in some respects broader than the
specific indemnification provisions contained in the General Corporation Law.
The indemnification agreements require the Company, among other things, to in-
demnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers and to advance
their expenses incurred as a result of any proceedings against them as to which
they could be indemnified. The Company has also obtained directors' and
officers' liability insurance.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not Applicable
Item 8. Exhibits
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Exhibit Number Exhibit
- -------------- -------
5. Opinion and consent of counsel regarding legality
of shares.
23.1 Consent of counsel is contained in Exhibit 5.
23.2 Consent of independent auditors Ernst & Young LLP.
24 Power of Attorney - Reference is made to Page
II-7 of this Registration Statement.
99 1995 Employee Stock Option Plan.
Item 9. Undertakings
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A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement, and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (i) and (ii)
do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference into this Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
upon the termination of the Registrant's 1995 Employee Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference into this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the indemnity
provisions described above in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
December 11, 1995.
MAIL BOXES ETC.
by: Gary S Grahn
------------------------------------------
Gary S. Grahn
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------------------- --------------------------- ----------------
Michael Dooling Chairman of the Board December 11, 1995
- ---------------------- and Director
Michael Dooling*
Anthony W. DeSio President, Chief Executive December 11, 1995
- ---------------------- Officer, and Director
Anthony W. DeSio* (Principal Executive Officer)
Rober J. DeSio Director December 11, 1995
- ----------------------
Robert J. DeSio*
Joel Rossman Director December 11, 1995
- ----------------------
Joel Rossman*
James F. Kelly Director December 11, 1995
- ----------------------
James F. Kelly*
Daniel L. La Marche Director December 11, 1995
- ----------------------
Daniel L. La Marche*
Harry Casari Director December 11, 1995
- ----------------------
Harry Casari*
Gary S. Grahn Vice President & Chief December 11, 1995
- ---------------------- Financial Officer
Gary S. Grahn* (Principal Accounting Officer)
* By Bruce M. Rosenberg pursuant to Power of Attorney
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, THAT each person whose signature
appears below constitutes and appoints Anthony W. DeSio, Gary S. Grahn and
Bruce M. Rosenberg, Esq., or any of them, his attorney-in-fact, each with
power of substitution, for him in any and all capacities, to sign the
foregoing registration statement and any amendments thereto, and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
what each of said attorneys-in-fact or his substitute or substitutes may do
or cause to be done by virtue hereof.
Signature Title Date
- --------------------- --------------------------- ----------------
Michael Dooling Chairman of the Board November 21, 1995
- ---------------------- and Director
Michael Dooling
Anthony W. DeSio President, Chief Executive November 21, 1995
- ---------------------- Officer, and Director
Anthony W. DeSio (Principal Executive Officer)
Rober J. DeSio Director November 21, 1995
- ----------------------
Robert J. DeSio
Joel Rossman Director November 21, 1995
- ----------------------
Joel Rossman
James F. Kelly Director November 21, 1995
- ----------------------
James F. Kelly
Daniel L. La Marche Director November 21, 1995
- ----------------------
Daniel L. La Marche
Harry Casari Director November 21, 1995
- ----------------------
Harry Casari
Gary S. Grahn Vice President & Chief November 21, 1995
- ---------------------- Financial Officer
Gary S. Grahn (Principal Accounting Officer)
LIST OF EXHIBITS
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Exhibit 5 Opinion and Consent of Counsel
Exhibit 23.1 Consent of counsel is contained in
Exhibit 5
Exhibit 23.2 Consent of Independent Auditors
Exhibit 24 Power of Attorney - Reference is made to
Page II-7 of this Registration Statement
Exhibit 99 1995 Employee Stock Option Plan (Filed
with Registrant's Proxy Statement dated
July 14, 1995 as Appendix A.)
EXHIBIT 5
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December 7, 1995
Mail Boxes Etc.
6060 Cornerstone Court West
San Diego, California 92121-3795
Re: REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
This opinion is delivered to you in connection with the Registration
Statement on Form S-8 to be filed by Mail Boxes Etc., a California
corporation (the "Company"), under the Securities Act of 1933, as amended
(the "Securities Act"), for registration under the Securities Act of 3,000,000
shares of Common Stock of the Company and the options to purchase such shares
granted or to be granted pursuant to the Mail Boxes Etc. 1995 Employee Stock
Option Plan (the "Plan").
I am familiar with the Articles of Incorporation of the Company, as amended,
the corporate minute books and the Bylaws of the Company, as amended, and
the Registration Statement. I have also examined such other documents,
records and certificates and made such further investigation as I have deemed
necessary for the purpose of this opinion.
Based upon and subject to the foregoing, I am of the opinion that the
3,000,000 shares of Common Stock reserved for issuance under the Plan have
been legally authorized and when issued and sold pursuant to the terms of
the Plan as described in the Registration Statement and in conformity with
applicable state securities laws, will be legally issued, fully paid and
nonassessable.
I understand that this opinion is to be used in connection with the
Registration Statement and hereby consent to the filing of this opinion as
an exhibit thereto.
Very truly yours,
Bruce M. Rosenberg, Vice President
General Counsel and Secretary
EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8), pertaining to the 1995 Employee Stock
Option Plan of Mail Boxes Etc. and to the incorporation by reference therein
of our reports dated June 8, 1995, with respect to the consolidated
financial statements and schedule of Mail Boxes Etc. included and
incorporated by reference in the Annual Report (Form 10-K) for the year
ended April 30, 1995 as filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
December 7, 1995
