UNITED STATES
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 its charter)
Virginia 54-1712558
(State of Incorporation) (I.R.S. Employer ID No.)
8870 Rixlew Lane, Suite 201, Manassas, VA 20109
(Address of Principal Executive Offices) (Zip Code)
Consulting and Legal Services Plan
(Full title of the Plan)
Pacel Corp.
8870 Rixlew Lane, Suite 201
Manassas, VA 20109
703-257-4759
(Name, address and telephone of agent for service)
With a copy to:
Chapman & Flanagan, Ltd.
777 N. Rainbow Blvd., Suite 390
Las Vegas, NV 89107
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share (1)
Common 100,000,000 $0.0052 $520,000 $47.84
Stock Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated as the average of the bid and asked prices on
December 6, 2002.
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various
individuals for consulting and legal services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Consulting and Legal Services Plan adopted by the Board of
Directors on October 31, 2002. The Board has equated this number
of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.
The consulting services for which these shares are being issued
are not in connection with any offer of sale of securities in a
capital-raising transaction and does not directly or indirectly
promote or maintain a market for the securities of the Company.
Item 2. Registrant Information and Employee Plan Annual
Information
The participants shall provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, the Company's Quarterly Reports on Form
10-QSB for the periods ended March 31, 2002, June 30, 2002 and
September 30, 2002 and the Company's Current Report on Form 8-K,
filed on June 26, 2002. All documents filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the termination of
the offering 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 Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein 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. The Company will provide without charge
to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above which have been
or may be incorporated by reference into this Registration
Statement, other than certain exhibits to such documents.
Requests for such copies shall be directed to Shareholder
Relations, Pacel Corp., 8870 Rixlew Lane, Suite 201, Manassas, VA
20109, telephone (703) 257-4759.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
1. The financial statements incorporated in this registration
statement by reference to the Company's Annual Report on Form 10-
KSB for the year ended December 31, 2001 have been incorporated
in reliance on the report of Peter C. Cosmas Co., CPAs on the
authority of that firm as experts in auditing and accounting. The
auditor named in this prospectus as having prepared or certified
any part of it was not employed on a contingency basis, or had,
or is to receive, in connection with the offering, an interest in
the Company or any of its parents or subsidiaries. Nor were they
connected with the Company or any of its parents or subsidiaries
as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
2. The legality of the shares of Common Stock offered hereby
has been passed upon for the Company by Chapman & Flanagan, Ltd.
A portion of the shares being registered herein are being issued
to the Registrant's attorneys in such law firm for services
provided to the Registrant.
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.
PACEL'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 PACEL 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 PACEL, by reason of the fact
that such person is, or was, a director or officer of PACEL, or
is, or was, serving at the request of PACEL as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise. Such indemnity shall only be provided after
PACEL determines that the director or officer was not guilty of
gross negligence or willful misconduct.
In addition, PACEL's Articles of Incorporation provide that PACEL
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.
Number Description
4.1 The Company's Articles on Incorporation, which defines
the rights of the holders of the equity securities
being registered. (Incorporated by reference to
Exhibit 3.1 to Registration Statement on Form SB-2
filed November 24, 1999).
4.2 The Company's By-Laws, which define the rights of
holders of the equity securities being registered.
(Incoporated by reference to Exhibit 3.2 to
Registration Statement on Form SB-2 filed on November
24, 1999).
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
herewith.)
23.1 Consent of Peter C. Cosmas, CPAs. (Filed herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)
Item 9. Undertaking
The registrant makes the following undertakings:
a)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;
ii)to reflect any facts or events which, individually
or together, represent a fundamental change in the
information in the 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;
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 (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
indemnification is permitted to directors, officers and
controlling personas 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 the 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 of
such corporation it is the opinion of the SEC that any
such indemnification is against public policy.
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 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 authorize, in the City of Manassas, Virginia, on
December 12, 2002.
(Registrant) Pacel Corp.
By (Signature and Title) /s/ David Calkins
David Calkins, CEO
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 date indicated.
Signature Title Date
/s/ David Calkins Chairman of the Board 12/12/02
David Calkins and Chief Executive
Officer
/s/ F. Kay Calkins Director 12/12/02
F. Kay Calkins
/s/ Susan Maher Chief Operating Officer, 12/12/02
Susan Maher President
PART III
INDEX TO EXHIBITS
Number Description
4.1 The Company's Articles on Incorporation, which defines
the rights of the holders of the equity securities
being registered. (Incorporated by reference to
Exhibit 3.1 to Registration Statement on Form SB-2
filed November 24, 1999).
4.2 The Company's By-Laws, which define the rights of
holders of the equity securities being registered.
(Incoporated by reference to Exhibit 3.2 to
Registration Statement on Form SB-2 filed on November
24, 1999).
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
herewith.)
23.1 Consent of Peter C. Cosmas, CPAs. (Filed herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)