SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACEL CORP.
(Exact name of registrant as specified in charter)
VIRGINIA 54-1712558
(State (IRS Employer
of Identification
Incorporation) Number)
8870 Rixlew Lane
Suite 201
Manassas, Virginia 20109
(Address of Principal Executive Offices) (Zip Code)
Common Stock Issued Pursuant to
Consulting Agreements
(Full Title of Plan)
David E. Calkins
President
8870 Rixlew Lane
Suite 201
Manassas, Virginia 20109
(Name and Address of Agent for Service)
1-703-257-4759
(Telephone Number, Including Area Code
of Agent for Service)
Title of each Proposed maximum Proposed maximum Amount
class of securities Amount to be offering price per aggregate offering of
to be registered Registered Share (1) price (1) Registration Fee
------------------- ------------ ------------------ ------------------ ----------------
Common Stock 100,000,000 $.0025 $250,000.00 $23.00
Shares
(1) Estimated pursuant to Rule 457(c) solely for purpose of calculating the
amount of the registration fee, based upon the average of the bid and ask prices
reported on February 26, 2002, as reported on the OTC Bulletin Board.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to the participating person(s) as specified by Rule 428 (b) (1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Registration Statement (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement of the Registrant and in the related Section 10(a) prospectus:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000 filed with the Commission on April 2, 2001.
(b) All documents subsequently filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters 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
No description of the class of securities (i.e., no par value Common
Stock) is required under this item because the common stock is registered under
Section 12 of the Exchange Act.
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Item 5. Interests of Named Experts and Counsel
Robert S. Luce, Esq., Attorney at Law, 399 Quentin Road, Suite A, Palatine,
Illinois 60067 is expected to render an opinion with respect to certain matters
pertaining to the securities being registered. Mr. Luce is not an "affiliate" of
the Company. Mr. Luce does not own shares of the Company's stock. Mr. Luce is
not licensed to practice law in the State of Virginia.
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
No restricted securities are being reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 6.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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.
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(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.
(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.
(4) 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 bona
fide offering thereof.
(5) Insofar as indemnification for liabilities 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 the 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
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 March 5, 2002.
Pacel Corp.
/s/ David E. Calkins
--------------------
By: David E. Calkins
Its: President & CEO
Chairman of the Board
Dated: March 5, 2002
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
--------------------
By: David E. Calkins
Its: President & CEO
Chairman of the Board
(Principal Executive and Financial
Officer)
Dated: March 5, 2002
/s/ Corey M. LaCross
--------------------
By: Corey M. LaCross
Its: Director, Secretary and Treasurer
Dated: March 5, 2002
/s/ F. Kay Calkins
------------------
By: F. Kay Calkins
Its: Director, Secretary and Treasurer
Dated: March 5, 2002
/s/ Keith P. Hicks
------------------
By: Keith P. Hicks
Its: Director
Dated: March 5, 2002
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INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
5.1/23.2 Opinion regarding legality
23.1 Consent of Independent Public Accountant
99.1 Consulting Agreements