As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT ON
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
8870 Rixlew Lane, Suite 201, Manassas, Virginia 20109-3795
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(Address of principal executive offices) (Zip Code)
CONSULTING AGREEMENT WITH WILLIAM R. WHEELER
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(Full title of the plan)
Martin L. Meyrowitz, P.C.
Michael R. Gartman, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor - East Tower
1100 New York Avenue, NW
Washington, DC 20005
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(Name and address of agent for service)
(202) 414-6100
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities registered per share(1) offering price(1) registration fee
to be registered
Common Stock, no par 2,000,000 shares .0312 $64,000 $15.60
value per share
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
The shares being registered hereby are being registered based upon
.0312, the average high and low prices of PACEL Corp.'s common stock on
December 26, 2000.
</FN>
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
PACEL Corp. (the "Company") will provide the document containing the
information specified in Part I of the Form S-8 to the party to the Consulting
Agreement (the "Plan") with the Company as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933, as amended (the "Securities Act")
Such document is not being filed with the SEC, but constitutes (along
with the documents incorporated by reference into the registration statement
pursuant to Item 3 of Part II of this registration statement), 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 previously or concurrently filed by the Company
with the SEC are hereby incorporated by reference in this registration statement
and the prospectus to which this registration statement relates:
1. The Company's Form 10-KSB for the fiscal year ended December 31, 1999
(File No. 001- 15647), filed with the SEC on May 11, 2000.
2. The Company's Form 10-QSB for the period ended March 31, 2000, filed
with the SEC on May 15, 2000.
3. The Company's Form 10-QSB for the period ended June 30, 2000, filed
with the SEC on August 11, 2000.
4. The Company's Form 10-QSB for the period ended September 30, 2000,
filed with the SEC on November 14, 2000.
5. The description of the Company's common stock contained in the
Company's registration statement filed with the SEC on Form 8-A (File
No. 000-29459), and any amendments or reports filed for the purpose of
updating the description.
All documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference into this registration statement and the
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prospectus to be a part hereof and thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this registration statement and the prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement and the
prospectus.
The Company shall furnish without charge to each person to whom a
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to: David
E. Calkins, President, PACEL Corp., 8870 Rixlew Lane, Suite 201, Manassas,
Virginia 20109-3795, telephone number (703) 257-4759.
All information appearing in this registration statement is qualified
in its entirety by the detailed information, including financial statements,
appearing in the documents incorporated herein or by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act provides, in general,
that Virginia corporations shall have the power, under specified circumstances,
to indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding. The Virginia Stock Corporation Act also provides
that Virginia corporations may purchase insurance on behalf of any such
director, officer, employee or agent.
The Company's Articles of Incorporation, as amended provide, in
general, for mandatory indemnification of its directors and officers (including
former directors and officers and persons serving at the request of the Company
as directors and officers of another corporation, partnership, joint venture,
trust or other enterprise against liability incurred by them in proceedings by
third parties, or by or on behalf of the Company, by reason of the fact that
such person is, or was, a director or officer of the Company, or is, or was,
serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise. Such
indemnity
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shall only be provided after the Company determines that the director or officer
was not guilty of gross negligence or willful misconduct.
In addition, the Company's Articles of Incorporation, as amended,
provide that the Company may purchase insurance to cover any losses sustained as
a result of providing indemnification to the aforementioned persons.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index to this Registration Statement.
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; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective
amendment by those clauses is contained in periodic reports
filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to
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Section 13 or Section 15(d) of the 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 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 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
SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of expenses
incurred or paid by a director, officer or controlling person 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 of 1933 and will be governed by the final adjudication
of such issue.
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SIGNATURES
The Registrant. 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, Commonwealth of Virginia, on December
29, 2000.
PACEL CORP.
By: /s/ David E. Calkins
David E. Calkins
Chairman of the Board, President and CEO
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David E. Calkins and F. Kay Calkins, and
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-facts and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all said attorney-in-facts and agents or their substitutes or
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ David E. Calkins /s/ F. Kay Calkins
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David E. Calkins F. Kay Calkins,
Chairman of the Board, President and CEO Director, Secretary and Treasurer
(Principal Executive and Financial Officer)
Date: December 29, 2000 Date: December 29, 2000
/s/ Keith P. Hicks /s/ Corey M. LaCross
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Keith P. Hicks, Director Corey M. LaCross, Director
Date: December 29, 2000 Date: December 29, 2000
/s/ Lyndon Thompson
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Lyndon Thompson, Accounting Manager
(Principal Accounting Officer)
Date: December 29, 2000
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EXHIBITS INDEX
Exhibit
Number Description of Exhibits
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4.1 Registrant's Articles of Incorporation, filed as
Exhibit 3.1 to the Registrant's Registration
Statement filed with the SEC on Form SB-2
(Registration Number 333-91611), is hereby
incorporated by reference.
4.2 Registrant's Bylaws, filed as Exhibit 3.3 to the
Registrant's Registration Statement filed with the
SEC on Form SB-2 (Registration Number 333-91611),
are hereby incorporated by reference.
4.3 Registrant's Specimen Stock Certificate, filed as
Exhibit 4 to the Registrant's Registration
Statement filed with the SEC on Form SB-2
(Registration Number 333-91611), is hereby
incorporated by reference.
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of Peter C. Cosmas, Co., CPA
23.2 Consent of Silver, Freedman & Taff, L.L.P.
(included in Exhibit 5).
24 Power of Attorney (included in signature pages).
99 Consulting Agreement
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