U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report March 4, 1996
GENERAL PARCEL SERVICE, INC.
(Exact Name of Small Business Issuer in Its Charter)
State of Florida
(State or Other Jurisdiction of Incorporation)
33-30123-A 59-2576629
(Commission File Number) (I.R.S. Employer Identification No.)
8923 Western Way, Suite 22 Jacksonville, FL 32256
(Address of Principal Executive Offices) (Zip Code)
(904) 363-0089
(Registrant's Telephone Number)
Item 1. Changes in Control of Registrant
None
Item 2. Acquisition or Disposition of Assets.
None
Item 3. Bankruptcy or Receivership
None
Item 4. Changes in Registrant's Certified Accountant
None
Item 5. Other Events.
The Registrant reported a stockholders equity of $707,024 at
September 30, 1995 on Form 10-QSB. On November 24, 1995, the
Registrant was notified by the National Association of
Securities Dealers ("NASD") the Registrant was not in compliance
with the minimum capital requirements for listing on NASDAQ, On
December 5, 1995, the Registrant applied for an exception to
NASD bylaws relating to NASD minimum capital requirements, for a
period sufficient to allow the Registrant to complete a private
placement of equity, but not later than February 29, 1996, and
thereby comply with the minimum capital requirement. On January
25, 1996, the Registrant was advised by the NASD that its
request for exception to the NASD bylaws had been approved
subject to a requirement that the listing symbol of the common
stock of the registrant be changed to GPSXC and that the Company
maintain a capital and surplus of at least $2,000,000 for the
remainder of its current fiscal year.
On February 28, 1996 an affiliate of the Chairman of
the Board of the Registrant entered into a subscription
agreement with the Registrant to purchase $3,000,000 of
the Class A Series 2 Cumulative Convertible Preferred Stock
of the corporation. Such subscription was fully funded
on March 4, 1996.
The Registrant, as part of its requirement with the NASD, is
providing as an exhibit to this Form 8-K, a pro forma balance
sheet for January 31, 1996 for the sole purpose of informing the
NASD of its compliance with the capital requirements of NASD
bylaws and the requirements contained in the letter granting the
above referenced exception. The unaudited balance sheet
information dated January 31, 1996 should not be relied upon for
investment purposes.
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GENERAL PARCEL SERVICE, INC.
By: /s/ E. Hoke Smith, Jr. .
E. Hoke Smith, Jr., President
Date: March 4, 1996
General Parcel Service, Inc. EXHIBIT
Balance Sheet
January 31, 1996
January 31, Subsequent January 31.
1996 Events 1996
Unaudited Note A Pro-Forma
------------- ------------- -------------
ASSETS
Current assets:
Cash $ 6,160 $ 6,160
Accounts receivable 1,917,300 1,917,300
Other current assets 420,090 420,090
------------ ------------
Total current assets 2,343,550 2,343,550
------------ ------------
Equipment, net 7,277,610 7,277,610
Goodwill 1,100,309 1,100,309
Other assets 187,251 187,251
------------ ------------
Total Assets $ 10,908,720 $ 10,908,720
============ ============
LIABILITIES AND EQUITY
Current liabilities:
Short term borrowings $ 2,650,000 $ $ 2,650,000
Current obligations
under capital leases 758,552 758,552
Current maturities
of debt 557,625 557,625
Accounts payable 1,108,584 1,108,584
Accrued expenses 979,289 979,289
------------ ------------
Total current
liabilities 6,054,050 6,054,050
------------ ------------
Non-current liabilities:
Long-term obligations
under capital leases 1,614,869 1,614,869
Long-term debt 3,830,451 (3,000,000) 830,451
Convertible Debentures 300,000 300,000
------------ ------------ ------------
Total non-current
liabilities 5,745,320 (3,000,000) 2,745,320
------------ ------------ -----------
Total liabilities 11,799,370 (3,000,000) 8,799,370
------------ ------------ ------------
Stockholders equity:
Preferred stock 2,000 3,000 5,000
Common stock 37,586 37,586
Additional paid-in
capital 13,389,655 2,997,000 16,386,655
Accumulated deficit (14,319,891) (14,319,891)
------------ ------------ ------------
Total stockholders'
equity (890,650) 3,000,000 2,109,350
------------ ------------ ------------
Total liabilities
and equity $ 10,908,720 $ 0 $ 10,908,720
============ ============ ============
Note A.
On March 4, 1996, General Parcel Service, Inc. issued 120,000
shares of its Class A Series 2, Cumulative Convertible Preferred
Stock to an affiliate of the Chairman of its Board for
$25.00 per share or an aggregate consideration of $3,000,000.
The Company used the funds received in the transaction to retire
outstanding bank debt.