Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
PACEL CORP.
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(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1712558
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
8870 Rixliew Lane - Suite 201
Manassas, VA 20109
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (703) 257-4759
David E. Calkins, President
8870 Rixliew Lane, Suite 201
Manassas, VA 20109
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(Name, address and telephone number of Agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM
TITLE OF AMOUNT MAXIMUM AGGREGATE
SECURITIES TO BE OFFERING OFFERING AMOUNT OF
TO BE REGISTERED PRICE PRICE REGISTRATION
REGISTERED (1) PER SHARE PER SHARE FEE (2)
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Common Stock 13,000,000 $0.02 $260,000 $23.92
No Par Value
(1) Represents the maximum number of shares which may be granted.
(2) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the average closing price of
the Company's common stock on July 29, 2002, July 30, 2002, July 31, 2002, and
August 1, 2002, as reported on the OTC Electronic Bulletin Board.
PART I
Item 1. Plan Information.
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001 and 2000, which was filed with the Securities and Exchange
Commission on April 15, 2002 and April 2, 2001;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ending
March 31, 2002 which was filed with the Securities and Exchange Commission on
May 20, 2002.
(c) Common stock, No Par Value per share.
(d) The Registrant's Articles of Incorporation and Amendments thereto, and
the Registrant's Bylaws;
(e) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d)of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment to this
Registration Statement that registers securities covered hereunder that remain
unsold.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-KSB and 10-QSB (the '1934 Act Filings') with
the Securities and Exchange Commission (the 'Commission'). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ('EDGAR').
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Item 4. Description of Securities.
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 655,000,000 shares of which 650,000,000 shares are
Common Stock, No Par Value and 5,000,000 shares are Preferred Stock, No Par
Value. As of July 24, 2002, there are 128, 137,735 shares of Common Stock issued
and outstanding, and there are 1,000,000 shares of Preferred Stock outstanding,
of which 500,000 shares are held by David Calkins, our CEO, and of which 500,000
shares are held by F. Kay Calkins, his wife, and an officer and director of our
Company.
Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders. Shares of Common Stock
do not carry cumulative voting rights and therefore, holders of a majority of
the outstanding shares of Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any members to the board of directors. The Company's board of directors has
authority, without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage ownership of the Company of its shareholders and which
would dilute the book value of the Common Stock. Shareholders of the Company
have no preemptive rights to acquire additional shares of Common Stock. The
Common Stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Company, the shares of
Common Stock are entitled to share equally in corporate assets after the
satisfaction of all liabilities. Holders of Common Stock are entitled to receive
such dividends as the board of directors may from time to time declare out of
funds legally available for the payment of dividends. During the last two fiscal
years the Company has not paid cash dividends on its Common Stock and does not
anticipate that it will pay cash dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Corporation laws of the State of Virginia and the Company's Articles of
Incorporation provide for indemnification of the Company's Directors for
liabilities and expenses that they may incur in such capacities, provided that
the Director or Officer to be indemnified has not been adjudged to be liable for
gross negligence or willful misconduct.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Description
5.1 Opinion of Counsel of Guy K. Stewart, Jr., Esq.
23.1 Consent of Peter C. Cosmos Co., CPA's.
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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 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.
(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 offered at that time shall be deemed to be the
initial bona fide 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.
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 (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 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 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 Act and will be governed by final adjudication of
such issue.
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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 the Registration Statement 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 August 8, 2002.
PACEL CORP.
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(Registrant)
By: /s/ David E. Calkins Date: August 8, 2002
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David E. Calkins, President, Chief Executive Officer
d Chairman of the Board.
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.
PACEL CORP.
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(Registrant)
By: /s/ David E. Calkins Date: August 8, 2002
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David E. Calkins, President,
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