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: May 11, 2006
Date of earliest event reported: May 9, 2006
PACEL CORP.
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(Exact name of registrant as specified in its charter)
Nevada 000-29459 54-1712558
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
7621 Little Ave. Suite 101, Charlotte, North Carolina 28226
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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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective May 9, 2006, the Registrant amended its Shares Exchange Agreements and
Plans of Reorganization ("Agreements") with United Personnel Services, Inc. and
World Wide Personnel Services of Maine, Inc., respectively, to provide that the
Certificate of Designation for the Series C Convertible Preferred Stock is
amended to provide that the share class be increased to 1,000,000 shares from
500,000 and that the shares carry class voting rights for a single director to
the board of directors of the Registrant. The principal reason for the amendment
to the Certificate of Designation was to assure that the Agreements qualified
for tax-free treatment pursuant to Section 368(b) of the Internal Revenue Code
and regulations thereunder.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
Effective May 9, 2006, the Registrant filed an Amended Certificate of
Designation with respect to its Series C Convertible Preferred Stock. The
amendment increased the number of shares available for issuance to 1,000,000
shares and also provided that the shares will carry class voting rights for a
single director to the board of directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
4.0 Amended Certificate of Designation for Series C Convertible
Preferred Stock.
10.1 Amendment to Share Exchange Agreement and Plan of
Reorganization.
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: May 10, 2006 By: /s/ GARY MUSSELMAN
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President