MAIL BOXES ETC
10-K/A, 1995-08-16
PATENT OWNERS & LESSORS
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                 SECURITIES AND EXCHANGE COMMISSION 
                      Washington, D.C.  20549



                           FORM 10-K/A

                        (AMENDMENT No. 1)

                 FOR ANNUAL AND TRANSITION REPORTS
              PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended April 30, 1995
                          --------------

                               OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 

For the transition period from ________ to ___________________ 

                  Commission file number 0-14821
                                         -------
                            MAIL BOXES ETC.                    
          ------------------------------------------------------
          (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 
--------------------------------------------------      ----------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (619)455-8800
                                                    -------------
Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----
                                   Name of each exchange on which
     Title of each class                     registered          
     ------------------            -------------------------------
            N/A                                  N/A       
      ------------------            -------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                      Common Stock: No par value               
   ---------------------------------------------------------------
                      (Title of class)  
                      ----------------

     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. [ ]

     The aggregate market value of the Common Stock of the
Registrant held by nonaffiliates of the Registrant on July 3, 1995,
was approximately $61 million.  The aggregate market value was
computed by reference to the closing sale price for shares of the
Common Stock of the Company on such date and excludes, for the
purpose of this calculation, shares held beneficially by officers,
directors, and ten percent shareholders. 

     The number of shares outstanding of the Registrant's Common
Stock, no par value, as of July 3, 1995 : 11,089,471 shares. 

                 DOCUMENTS INCORPORATED BY REFERENCE.

     Portions of Registrant's Annual Report to Shareholders for the
year ended April 30, 1995 are incorporated by reference into Parts
II and IV of the original Form 10-K report.  Portions of the
Registrant's definitive proxy statement for its Annual Meeting
of Shareholders, to be held August 25, 1995 are incorporated by
reference into Part III of the original Form 10-K report. 

                         PURPOSE OF AMENDMENT

     This Amendment No. 1 to the registrant's Form 10-K for the
fiscal year ended April 30, 1995, is being filed only in electronic
(EDGAR) format for the purpose of filing a required Financial Data
Schedule as Exhibit 27 to the electronic version of the Form 10-K.

     In addition, the above section entitled "Documents
Incorporated by Reference" has been revised to correctly identify
the incorporation by reference of the  registrant's Annual Report
to Shareholders  for the  year ended April 30, 1995 and to
correctly identify the date of the Annual Meeting of Shareholders
as August 25, 1995.
   
                          PART IV
                          -------

Item 14.   Exhibits
-------------------
(a)  (3)  EXHIBITS

The following additional exhibit is hereby filed with this
Amendment to the 10-K report.

Exhibit No.     Description
-----------     -----------
   27           Financial Data Schedule (filed in electronic format
                under EDGAR)


                         
                          SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this Amendment No. 1 to its Form 10-K report to be signed on its
behalf by the undersigned, thereunto duly authorized. 

                                  MAIL BOXES ETC.

August  16 , 1995:
       ----
               by:           Anthony W. DeSio
                    ---------------------------------------------
                    Anthony W. DeSio, President 
                    and Chief Executive Officer


               by:           Gary S. Grahn
                    ---------------------------------------------
                    Gary S. Grahn, Chief Financial Officer

<TABLE> <S> <C>

<ARTICLE>      5
<MULTIPLIER>   1,000
       
<S>                                  <C>
<FISCAL-YEAR-END>                     APR-30-1995
<PERIOD-START>                        MAY-01-1994
<PERIOD-END>                          APR-30-1995
<PERIOD-TYPE>                         YEAR
<CASH>                                2,004
<SECURITIES>                          10,037
<RECEIVABLES>                         28,445
<ALLOWANCES>                          2,627
<INVENTORY>                           983
<CURRENT-ASSETS>                      33,376
<PP&E>                                9,059
<DEPRECIATION>                        3,444
<TOTAL-ASSETS>                        64,293
<CURRENT-LIABILITIES>                 10,812
<BONDS>                               0
                 0
                           0
<COMMON>                              14,455
<OTHER-SE>                            37,690
<TOTAL-LIABILITY-AND-EQUITY>          64,293
<SALES>                               10,020
<TOTAL-REVENUES>                      50,352
<CGS>                                 7,915
<TOTAL-COSTS>                         21,407
<OTHER-EXPENSES>                      17,540
<LOSS-PROVISION>                      613
<INTEREST-EXPENSE>                    (447)
<INCOME-PRETAX>                       11,182
<INCOME-TAX>                          4,412
<INCOME-CONTINUING>                   6,770
<DISCONTINUED>                        0
<EXTRAORDINARY>                       0
<CHANGES>                             0
<NET-INCOME>                          6,770
<EPS-PRIMARY>                         .60
<EPS-DILUTED>                         .60
        

</TABLE>


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