UNITED STATES 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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(Name of Small Business Issuer in its Charter)
Virginia 54-1712558
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(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification no.)
8870 Rixlew Lane, Suite 201
Manassas, VA 20109
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (703) 257-4759
PACEL CORP.
2002 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
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(Full title of the plan)
David E. Calkins, President
8870 Rixlew Lane, Suite 201
Manassas, VA 20109
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION
TO BE TO BE OFFERING OFFERING FEE (1)
REGISTERED REGISTERED PRICE PRICE
PER SHARE
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Common 30,000,000 $0.00725 $217,500 $20.01
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based on the average of the bid and asked price
quoted on the OTC BB for the Company's Common Stock under the symbol "PCEL" as
of October 24, 2002, which is within five (5) days prior to the date of filing
of this registration statement.
(2) Represents the maximum number of shares which may be issued under the Pacel
Corp. Employee/Consultant Stock Compensation Plan (the "Plan").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10KSB for the fiscal year ended
December 31, 2001 filed with the Commission on April 15, 2002;
(2) All other reports filed by the Registrant with the Commission pursuant to
Section 13(a) or Section 15(d) of the Exchange Act since the end of the fiscal
year.
(3) The description of the Common Stock of the Registrant contained in the Form
10KSB referred to above.
All documents filed by the Registrant with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto 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 herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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 be adjudged to be liable for
gross negligence or willful misconduct.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.2 * Opinion of Guy K. Stewart, Jr., Esq.
10.36 * Pacel Corp. Fall 2002 Employee/Consultant Stock Compensation Plan
23.3 * Consent of Peter C. Cosmas Co., CPA's
23.4 * Consent of Guy K. Stewart, Jr., Esq. (contained in the opinion filed
as Exhibit 5.2 hereof)
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(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) (1) to file, during any period in which it offers or sells securities, a
post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the Securities Act
of 1933, to treat each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities at that time to be
the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 Company 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 Company will, unless in the opinion of this
counsel that 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
jurisdiction of such issue.
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf, in the City of Manassas, Virginia, on
October 24, 2002.
Pacel Corp.
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(Registrant)
By: /s/ David E. Calkins
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David E. Calkins, President
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)
Signature Title Date
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/s/ David E. Calkins President October 24, 2002
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David E. Calkins