UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2004
PACEL CORP.
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(Exact name of registrant as specified in its charter)
Virginia 000-29459 54-1712558
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
10108 Industrial Drive, Pineville, North Carolina 28134
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 643-0676
N/A
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(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2 below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The registrant has completed its proposed internal corporate reorganization
among its various subsidiaries.
Management of the registrant has undertaken an evaluation of its organizational
structure and concluded that a restructuring would be in the registrant's
interests, operationally and financially. With that in mind, management has
recommended that all of the registrant's Professional Employee Organizations
("PEO") activities will be conducted through The Resourcing Solutions Group,
Inc., ("TRSG"), the registrant's majority-owned subsidiary and all other non-PEO
activities be conducted through the registrant. Under the current corporate
structure, all PEO businesses, except Benecorp Business Services ("BBS") are
subsidiaries of TRSG. This structure requires the registrant to make multiple
filings with various states for PEO licensing. TRSG is required to file various
state mandate documents and post significant indemnity bonds, up to $100,000 per
state, in order to secure its PEO license. In order for BBS to secure a license
to operate, it must file essentially duplicate documents and post similar
indemnity bonds, Asmara Services I, Inc. is an inactive PEO business. In order
to report only the active PEO business, management believes that the inactive
PEO business should become a subsidiary of the registrant. Furthermore, in
reviewing the market potential in the human resources outsourcing industry,
management of the registrant believes significant future revenue can be
generated by offering insurance products and services. In order to capitalize on
this revenue potential and to ensure compliance with federal Employee Retirement
Income Security Act of 1974, management believes that segregating the insurance
and risk management services from the PEO services will permit expansion in both
areas and will separate these businesses, each of which require state licensing.
The proposed reorganization will also streamline management reporting since all
businesses with like functions will be under one corporate structure. This will
permit the registrant to leverage its resources in its various business
operations. The proposed reorganization will not have a direct impact on
shareholders of the registrant.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial statements are not included with this report. Since the registrant
currently files consolidated financial statements with its majority-owned
subsidiary, The Resourcing Solutions Group, Inc., there is no need to file
financial statements either of the businesses acquired or on a proforma basis.
In addition, the corporate reorganization and the acquisition of assets pursuant
thereto does not meet the definition of a "significant subsidiary" as defined in
Rule 1-102 of Regulation S-X and the acquisition of assets does not exceed 20%
of the conditions set forth in Rule 3-05 of Regulation S-X.
EXHIBIT NO. DESCRIPTION
10.1 Stock Purchase Agreement dated December 30, 2004 between The
Resourcing Solutions Group, Inc. and Asmara Services I, Inc.
and Pacel Corporation.
10.2 Asset Purchase Agreement dated December 31, 2004 between
Benecorp Business Services, Inc. and The Resourcing Solutions
Group, Inc.
10.3 Description of new corporate structure
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pacel Corporation
Dated: January 11, 2005 By: /s/ GARY MUSSELMAN
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President