SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 18, 2001
PACEL CORP.
(Exact Name of Registrant as Specified in Charter)
Virginia 000-29459 54-1712558
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
8870 Rixlew Lane
Suite 201
Manassas, Virginia 20109 (703) 257 - 4759
(ADDRESS OF PRINCIPAL (ZIP CODE) (TELEPHONE NUMBER)
EXECUTIVE OFFICES)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pacel Corp. (the "Registrant") is a software development company headquartered
near Washington, D.C. The company produces the ChildWatch family of Internet
filtering and PC security products, the patent-pending e-Centurion PC Protection
system, and other software for business and the home. two subsidiary companies,
EBStor.com, and Fairfax Communications, Limited, provide Web/e-commerce
solutions and goods and services to NATO and other government-related entities.
Further information about PACEL and its products will be found at www.pacel.com
To maximize efficiency, the Registrant wishes to integrate certain aspects of
its operations. To that end, on September 4, 2001, the Registrant's wholly-owned
subsidiary, PLRP Acquisition Corp. ("Acquisition Corp."), entered into an
agreement (the "ADVV/Systems Stock Purchase Agreement"), pursuant to which
(a) $70,000.00 was used by Acquisition Corp. to purchase all of the
Issued and Outstanding capital stock of Advantage Systems, Inc., ("Advantage"),
which stock was owned by Advantage Technologies. Inc. ("ADVV");
(c) $100,000.00 was used by Acquisition Corp. to induce certain
Officers and Directors of ADVV, who were also Officers and Directors of
Advantage, to remain as such following the transaction; and
(d) $666,666.00 will be used to improve and expand the business of
Advantage.
As a result of the foregoing transaction, Advantage became a
wholly-owned operating subsidiary of Acquisition Corp.
This acquisition was made for the following business reasons: PLRP's
wholly-owned (English) subsidiary, Fairfax Communications, Ltd. ("FCL"), is a
re-seller of computers and computer services to the government and to the
private sector in England, and FCL wishes to offer its products and services in
the United States. Advantage designs and manufactures personal computers and
specialty components. By acquiring Advantage and its product line, FCL will be
able to augment its product line in England, and furthermore, this acquisition
will enable FCL to gain access to U.S. Markets more quickly than if it had to
develop its own product lines DE NOVO and by itself.
In contemplation of the financing of the foregoing acquisition, PLRP
obtained a loan from certain Accredited Investors evidenced by Acquisition
Corp.'s 8% Series SPE-001 $666,666.66 Senior Subordinated Convertible Redeemable
Debentures and its 8% Series SPD-001 $300,000.00 Senior Subordinated Convertible
Redeemable Debentures (collectively, the "Acquisition Corp. Debentures"),
together with authorized but unissued underlying shares of Acquisition Corp.'s
Common stock, Par Value $0.01 per share (the "Acquisition Corp. Common Stock"),
into which the Acquisition Corp. Debentures are convertible from time to time.
On September 18, 2001, following the acquisition of Advantage,
Acquisition Corp. was merged into the Registrant. Pursuant to the Merger, and by
operation of law, the rights and obligations of Acquisition Corp. with respect
to all entities will enure to the benefit of and be binding upon the Registrant.
Consequently, as a result of the Merger, (a) the rights and obligations of
Acquisition Corp. under the ADVV/Systems Stock Purchase Agreemen will enure to
the benefit of and be binding upon the Registrant; (b) the Acquisition Corp.
Debentures, together with the underlying shares of Acquisition Corp.'s common
stock, Par Value $0.01 per share, into which the Acquisition Corp. Debentures
were convertible from time to time, were converted into identical debentures of
the Registrant (the "Registrant's Debentures"), together shares of underlying
common stock, No Par Value per share, of the Registrant into which the
Registrant Debentures may be converted; and Advantage became a wholly-owned
operating subsidiary of the Registrant.
The description of the Agreement discussed above is qualified in its
entirety by reference to such agreement, which is attached as an exhibit and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired: Not applicable.
(b) Pro forma financial statements: The Financial
Statements required by Item 7 of this Report have not
been filed simultaneoulsy herewith, but they will be
filed within 60 days of the date hereof, as permitted
by Item 7 (a) (4).
(c) Exhibits:
10.1 Stock Purchase Agreement, dated as of September 4, 2001, by and
between Advantage Systems. Inc. and PLRP Acquisition Corp.
2.2 Articles of Merger between Parcel Crop. And PLRP Acquisition Corp.
dated September 18, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in behalf of the
Registrant and in the capacities and on the dates indicated.
PACEL CORP.
By: /S/ DAVID CALKINS October _______ , 2001
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David Calkins, President
EXHIBIT INDEX
Exhibit
Number Description
10.1 Stock Purchase Agreement, dated as of September 4, 2001, by and
between Advantage Systems. Inc. and PLRP Acquisition Corp.
2.2 Articles of Merger between Parcel Crop. and PLRP Acquisition Corp.
dated September 18, 2001.