Form 8-K for PACEL CORP
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5-Apr-2006
Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Chan
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
From January 1, 2006 until March 31, 2006, in connection the exercise of conversion rights by the holders of certain of the registrant's convertible debentures ("Debentures"), the registrant issued an aggregate of 10,770,539,904 shares of its common stock, before adjusting such shares to reflect the effects of any stock splits occurring subsequent to issuance. After giving effect to the one-for-one thousand reverse split on January 27, 2006, such shares were be restated as 9,970,540,904 shares.
The Debentures provided that the principal amount and accrued interest were convertible, at the option of the holders of the Debentures, into the registrant's common stock at a price per share equal to 30% to 40%, depending on the terms of a specific Debenture, of the closing bid price of the registrant's common stock as quoted on the OTC Bulletin Board on the immediately preceding trading day prior to the notice of conversion.
The common stock was issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, after a hearing with notice to, and an opportunity to be heard from, interested parties, as to the fairness of each transaction, by a state courts in Nevada, Florida and Illinois, who determined, prior to declaring that the transactions were exempt under Section 3(a)(10), that the transactions were fair to the interested parties.
As of the date of this report, there 9,970,540,904 shares of the registrant's common stock issued and outstanding.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
In connection with the acquisition of United Personnel Services, Inc. and World Wide Personnel Services of Maine, Inc., respectively, as disclosed in the registrant's report on Form 8K filed March 27, 2006, the registered filed a Certificate of Designation regarding the issuance of 500,000 shares of its Series C Convertible Preferred Stock in connection with the foregoing acquisitions.
Registrant filed the Certificate of Designation with the Nevada Secretary of State effective March 30, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
4.0 Certificate of Designation for Series C Convertible Preferred
Stock.
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