SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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) February 11, 2002
CHELL GROUP CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 005-524525 112805051
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(State or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
14 METEOR DRIVE, TORONTO, ONTARIO CANADA, M9W 1A4
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (416) 675-6666
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(Former name or former address, if changed since last report.)
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Item 2. Other Events and Regulation FD Disclosure
Chell Group Corporation (the "Company"), has entered into Securities
Exchange Agreements (the "Agreements") dated as of February 8, 2002 with The
Shaar Fund Ltd. ("Shaar Fund") and Triton Private Equities Fund, L.P ("Triton")
pursuant to which Shaar Fund and Triton each agreed to the exchange of 389,610
and 64,935 shares, respectively, of Series A 6% Convertible Preferred Stock of
Wareforce.com, Inc. ("Wareforce") for an equal number of Series B Convertible
Preferred Stock of the Company. The shares of Series B Preferred Stock shall be
convertible into shares of Common Stock of the Company upon the happening of
certain events. The number of shares of Common Stock issuable upon conversion
shall be the number of Series B Preferred Stock to be converted multiplied by
the stated value of $10 divided by a conversion price of $1.00. The Series A
Preferred Stock has certain additional conversion rights and redemption rights
which are set forth in the Certificate of Designation which is filed with the
Securities and Exchange Commission on the Wareforce Annual Report on Form 10-K.
If not redeemed earlier, the Series A Preferred Stock must be converted into
shares of common stock in May 2003. At that time, the Company would own the
majority of the shares of Common Stock of Wareforce.
On February 21, 2002, the Company issued a press release with respect to
the aforementioned acquisitions. A copy of such press release is annexed hereto
as Exhibit "99.1".
The Company is contemplating entering into a merger agreement with
Wareforce.
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The terms of the definitive merger agreement are in the process of being
negotiated.
The foregoing description is qualified in its entirety by reference to the
complete text of the Agreements, copies of which are filed as Exhibits 2.1 and
2.2 to this current report on Form 8-K.
Item 7. Financial Statements and Exhibits
Set forth below is a list of the Exhibits applicable to this Current Report on
Form 8-K numbered in accordance with Item 601 of Regulation S-K.
Exhibit 99.1 Press Release dated February 21, 2002
Exhibit 2.1 Securities Exchange Agreement by and between Chell Group
Corporation and The Shaar Fund Ltd.
Exhibit 2.2 Securities Exchange Agreement by and between Chell Group
Corporation and Triton Private Equities Fund, L.P
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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.
Chell Group Corporation
a New York Corporation
Date: February 25, 2002 By: /s/ Don Pagnutti
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Don Pagnutti, Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit Location
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Exhibit 99.1 Press Release dated February 21, 2002 Exhibit "A"
Exhibit 2.1 Securities Exchange Agreement by and Exhibit "B"
between Chell Group Corporation and
The Shaar Fund Ltd.
Exhibit 2.2 Securities Exchange Agreement by and Exhibit "C"
between Chell Group Corporation and
Triton Private Equities Fund, L.P.
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