As filed with the Securities and Exchange Commission on March 7, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
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PACEL CORP.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1712558
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8870 RIXLEW LANE, SUITE 201, MANASSAS, VIRGINIA 20109-3795
(Address of principal executive offices) (Zip Code)
PACEL CORP.
KEY EMPLOYEES INCENTIVE STOCK PLAN
(Full title of the plan)
MARTIN L. MEYROWITZ, P.C.
MICHAEL S. SADOW, P.C.
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
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered(1) per share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, no par value per share 250,000 shares (2) $81,523.44(2) $21.53(2)
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</TABLE>
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of
certain events specified in the plans, may become subject to the Pacel
Corp. Key Employees Incentive Stock Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 250,000 shares being
registered hereby: (i) 75,000 shares were exercised at an exercise
price of $0.20 per share ($15,000.00 in the aggregate); (ii) 37,500
shares are subject to options with an exercise price of $0.25 per share
($9,375.00 in the aggregate); (iii) 50,000 shares are subject to
options with an exercise price of $0.35 per share ($17,500.00 in the
aggregate); and (iv) 87,500 shares which have not been awarded to date
are being registered based upon the average of the closing bid and
asked prices per share of the common stock as traded on the
Over-the-Counter Electronic Bulletin Board of $0.453125 per share on
March 1, 2000 ($39,648.44 in the aggregate)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document containing the information specified in Part I of the
Form S-8 will be sent or given to participants in the PACEL Corp. Key Employees
Incentive Stock Plan (the "Plan") 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
meet the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents previously or concurrently filed by PACEL Corp.
(the "Company" or the "Registrant") 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 effective registration statement filed with the SEC on
Form SB-2 (Registration No. 333-91611) containing the Company's audited
financial statements for the latest fiscal year.
2. The description of the Company common stock contained in the Company's
registration statement filed with the SEC on Form 8-A (Registration 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
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 and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
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Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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 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 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 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.
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Not applicable.
Item 8. Exhibits.
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See the Exhibits Index to this Registration Statement.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
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(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 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
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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 March 2,
2000.
PACEL CORP.
By: /s/ David E. Calkins
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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
and CEO
(PRINCIPAL EXECUTIVE AND
FINANCIAL OFFICER)
Date: March 2, 2000 Date: March 2, 2000
/s/ Keith P. Hicks /s/ James D. Willett
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Keith P. Hicks, Director James D. Willett, Ph.D., Director
Date: March 2, 2000 Date: March 2, 2000
/s/ Thomas Southerly /s/ Jeanette N. Taylor
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Thomas Southerly, Director Jeanette N. Taylor, Accounting Manager
(PRINCIPAL ACCOUNTING OFFICER)
Date: March 2, 2000 Date: March 2, 2000
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EXHIBITS INDEX
Exhibit
Number Description of Exhibits
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4.1 Registrant's Articles of Incorporation as currently in effect,
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 as currently in effect, 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., Independent Accountants
23.2 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit
5).
24 Power of Attorney (included in signature pages).
99.1 PACEL Corp. Key Employees Incentive Stock Plan, filed as Exhibit
10.2 to the Registrant's Registration Statement filed with the
SEC on Form SB-2 (Registration Number 333-91611), is hereby
incorporated by reference.
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March 6, 2000
Board of Directors
PACEL Corp.
8870 Rixlew Lane, Suite 201
Manassas, VA 20109-3795
Members of the Board:
We have acted as counsel to PACEL Corp. (the "Company"), in connection
with the preparation and filing with the Securities and Exchange Commission of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), relating to 250,000 shares of the Company's
common stock, no par value per share (the "Common Stock"), to be offered
pursuant to the PACEL Corp. Key Employees Incentive Stock Plan (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Company's Articles of
Incorporation, Bylaws, resolutions of its Board of Directors and such other
documents and corporate records as we deem appropriate for the purpose of giving
this opinion.
Based upon the foregoing, it is our opinion that the shares of Common
Stock being so registered have been duly authorized. The shares of Common Stock
when and if issued, sold and paid for as contemplated by the Plan, legally
issued, fully paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 to this
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
Silver, Freedman & Taff, L.L.P.
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
registration statement on Form S-8 of PACEL Corp. (the "Company") of our report,
dated August 7, 1999 (except for Note 6, 8, 9 10, and 13 which are as of October
6, 1999) on the financial statements of the Company, which report appears in the
Company's prospectus filed as part of the registration statement (File No.
333-91611) filed with the Securities and Exchange Commission of Form SB-2.
/s/ Peter C. Cosmas Co., CPAs
PETER C. COSMAS CO., CPAs
New York, New York
March 2, 2000
