U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PACEL CORP.
(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA
(State or Other Jurisdiction of
Incorporation or Organization)
54-1712558
(I.R.S. Employer
Identification No.)
8870 RIXLEW LANE, SUITE 201
MANASSA, VIRGINIA 20109-3795
(Address of Principal Executive Offices, Including Zip Code)
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Consulting Agreement
(Full Title of the Plan)
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David E. Calkins
8870 Rixlew Lane, Suite 201
Manassas, Virginia 20109-3795
(703) 257-4759
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Robert S. Luce, Esq.,
399 Quentin Road, Suite A
Palatine, Illinois 60067
(847) 776-9729
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount
To be Registered Registered Offering Price per Share (1) Aggregate Offering of
Price Regis-
tration
Fee
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Common Stock
no par value (2) 25,000,000 $ 0.01 $ 55,000 $13.75
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(1) Estimated solely for the purpose of computing the amount of the registration fee
pursuant to Rule 457(c) based on the closing price as reported by the NASDAQ
Over-the-Counter Bulletin Board on October 24, 2001.
(2) Represents 25,000,000 shares of Common Stock to be issued to a consultant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Agreement
between Pacel Corp. ("Pacel" or "Registrant") and Sara Wetzel required by Item 1
of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the statement of availability of registrant information, employee
benefit plan annual reports and other information required by Item 2 of Form S-8
will be sent or given to participants as specified in Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement on Form S-8 (the "Registration
Statement") or as a prospectuses or prospectus supplements pursuant to Rule 424.
Pacel will maintain a file of such documents in accordance with the provisions
of Rule 428. Upon request, Pacel shall furnish to the Commission or its staff a
copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Registrant's Annual Report for the fiscal year ended
December 31, 2000 on Form 10-KSB filed with the Commission
on April 2, 2001.
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(ii) The Registrant's Quarterly Report for the quarter ended June 30, 2001
on Form 10-QSB filed with the Commission on August 20, 2001.
(iii) All other reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 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 and to be a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by Robert S. Luce, Esq., but only with respect to
the matters relating to this Form S-8 Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Virginia and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company's Articles of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares are to be issued for advisory services rendered. These sales are made
in reliance on the exemption from the registration requirements of the
Securities Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".
ITEM 8 EXHIBITS.
3.1 Articles of Incorporation of the Registrant, as amended (incorporated
by reference).
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3.2 Bylaws of the Registrant (incorporated by reference).
5.1 Opinion of Robert S. Luce, Esq.
10.1 Agreement between Pacel and Sara Wetzel, dated September 28, 2001.
23.1 Consent of Robert S. Luce, Esq., (included in Exhibit 5.1).
23.2 Consent of Peter C. Cosmas Co., Independent Certified Public
Accountants.
ITEM 9. UNDERTAKINGS
(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 the 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 the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a) (1)(I) and (a) (1)
(ii) do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the 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 bonafide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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(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
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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 bonafide 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 foregoing
provisions, 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 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
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Manassas, State of Virginia, on October 24, 2001.
Pacel Corp.
/S/ DAVID E. CALKINS
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By: David E. Calkins
Its: President & CEO,
Chairman of the Board
Dated: October 24, 2001
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
/S/ DAVID E. CALKINS
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By: David E. Calkins
Its: President & CEO, Chairman of the Board
(Principal Executive and Financial Officer)
Dated: October 24, 2001
/S/ COREY M. LACROSS
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By: Corey M. LaCross
Its: Director, Secretary and Treasurer
Dated: October 24, 2001
/S/ F. KAY CALKINS
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By: F. Kay Calkins
Its: Director, Secretary and Treasurer
Dated: October 24, 2001
/S/ KEITH P. HICKS
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By: Keith P. Hicks
Its: Director
Dated: October 24, 2001
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