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)
Chell Group Corporation Stock Option Plan
(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(2) price fee
- ---------- ---------- ------------ ----- ---
Common Stock, 911,107(1) $1.00 $911,107 $83.82
par value
$.0467
- --------------------------------------------------------------------------------
(1) Represents an aggregate of 20% of the shares of Common Stock currently
outstanding, granted or to be granted pursuant to the Chell Group Corporation
Stock Plan, less the 1,000,000 shares previously registered pursuant to the Form
S-8 filed August 14, 1998 by the Registrant.
(2) Represents the exercise price of options which have been granted to date.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
All documents furnished to participants in the Chell Group Corporation
Stock Option Plan pursuant to Rule 428 and containing the information required
in Part I of this Form S-8 pursuant to the Securities Exchange Act of 1933, as
amended, are on file at the principal executive offices of Chell Group
Corporation (The "Registrant")
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, 2001
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 report on Form 10-Q for the three
months ended November 30, 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 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
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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 5 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.
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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 27th day
of February, 2002.
CHELL GROUP CORPORATION
By: /s/ Don Pagnutti
----------------------------------
Don Pagnutti, Director, Vice
President-Finance, Chief Financial
Officer
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 February 27, 2002
- ---------------------
David Bolink
/s/ Cameron Chell Director, President and Chief February 27, 2002
- -------------------- Executive Officer
Cameron Chell
/s/ Gordon Herman Director February 27, 2002
- --------------------
Gordon Herman
/s/ Don Pagnutti Director, VP - Finance, February 27, 2002
- -------------------- Chief Financial Officer
Don Pagnutti
/s/ Michael Rice Director February 27, 2002
- --------------------
Michael Rice
/s/ Shelly Singhal Director February 27, 2002
- --------------------
Shelly Singhal
/s/ Robert Stone Director February 27, 2002
- --------------------
Robert Stone
/s/ Adrian Towning Director February 27, 2002
- --------------------
Adrian P. Towning
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Exhibit Index
Exhibit No. Description Pages where located
- ----------- ----------- -------------------
4 Chell Group Corporation Stock
Option Plan 6
5 Opinion of Mintz & Fraade, P.C. 14
23 Consent of Lazar, Levine & Felix LLP 22
23.1 Consent of Ernst & Young LLP,
Independent Chartered Accountants 23
5