SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHELL GROUP CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 11-2805051
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
14 Meteor Drive, Toronto, Ontario M9W 1A4
(Address of principal executive offices) (Zip code)
Consulting Services
(Full title of the plan)
Frederick M. Mintz, Esq.
Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
(Name and address of agent for service)
(212) 486-2500
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price fee
- ---------- ----------- --------- ------ ---
Common Stock, 75,000 $2.000 $150,000 $37.50
par value
$.0467
- --------------------------------------------------------------------------------
(1) Computed pursuant to Rule 457 (c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The proposed maximum offering
price per unit, maximum aggregate offering price and
registration fee is based upon the average of the high and the low price in the
market for the common stock on February 27, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Pursuant to Rule 438 (b)(1), the information required by Part 1 is
included in documents sent or given to each Consultant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference
into this Registration Statement and made a part hereof:
1. The Registrant's Form 10-K for the fiscal year ended August 31, 2000
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as well as the
registrant's latest quarterly reports on Form 10-Q for the quarter
ended November 30, 2000 filed on January 16, 2001.
2. All other reports which may be filed by the Registrant pursuant to
Section 13 (a) or 15 (d) of the Exchange Act since the end of the
fiscal year covered by the Registrant's document referred to in
paragraph (1) immediately above.
3. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purpose of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
The class of securities to be offered hereby has been registered under Section
12 of the Exchange Act by the registrant, and incorporated by reference.
Item 6. Indemnification of Directors and Officers
Article Tenth of the Registrant's Amended Certificate of Incorporation
provides for the elimination of personal liabilities of directors of the
Registrant for breaches of certain of their fiduciary duties to the full extent
permitted by Sections 717 and 719 of the New York Business Corporation Law
("BCL"). Specifically, it states that no director of the Registrant shall be
personally liable to the corporation or any of its shareholders for damages of
any breach of duty in such capacity except if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of the law, or
that he personally gained in fact a financial profit or other advantage to which
he was not legally entitled or that his acts violated Section 719 of the BCL.
Section 801(b)(14) of the BCL enables a corporation in its certificate of
incorporation to strike out, change or add any provision not inconsistent with
the BCL or any other statute, relating to the business of the corporation, its
affairs, its right or powers or the rights or powers of its shareholders, or
liabilities of directors provided they act in good faith and with the degree of
care used by an ordinary prudent person under like circumstances. Thus, no such
provision may eliminate or limit the liability of a director breaching his duty
of loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating the law, paying an unlawful dividend, approving an illegal
stock repurchase or obtaining an improper personal benefit.
Item 8. Exhibits
The exhibits to the Registration Statement are listed in the Index to Exhibits
included on Page 6 herein.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to the
Registration Statement to include any material information about the plan not
previously disclosed in the Registration Statement or any material change to any
such information in the Registration Statement.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant 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. If a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant will, unless in
the opinion of its counsel the 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 adjudication of
such issue.
Consultants
The following consultants will be issued securities pursuant to this
Registration Statement:
Name Number Type of Services Provided
- ---- ------ -------------------------
Blaine Riley 25,000 Consulting Services
Rosemary Nguyen 25,000 Consulting Services
Randall Letcavage 25,000 Consulting Services
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 by the undersigned, thereunto duly
authorized in the City of Toronto, Province of Ontario, Canada on this 22nd day
of March, 2001.
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 date indicated.
Name Title Date
- ---- ----- ----
/s/ David Bolink Director March 26, 2001
- --------------------------
David Bolink
/s/ Cameron Chell Chairman of the Board of March 22, 2001
- -------------------------- Directors; President & CEO
Cameron Chell
/s/ Gordon Herman Director March 26, 2001
- --------------------------
Gordon Herman
/s/ Don Pagnutti Director, Vice President-
- -------------------------- Finance, Chief Financial Officer March 22, 2001
Don Pagnutti
/s/ Peter Rona Director March 22, 2001
- --------------------------
Peter Rona
/s/ Robert Stone Director March 22, 2001
- --------------------------
Robert Stone
/s/ Adrian Towning Director March 22, 2001
- --------------------------
Adrian Towning
INDEX TO EXHIBITS
Sequentially Numbered
Exhibit No. Description Page Where Located
- ----------- ----------- ------------------
1 Opinion of Mintz & Fraade, P.C. 7
2 Consent of Lazar, Levine & Felix LLP 9
3 Consent of Ernst & Young LLP, 10
Independent Chartered Accountants