As filed with the Securities and Exchange Commission on September 30, 1998
File No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CHANCELLOR CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2626079
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
210 South Street
Boston, Massachusetts 02111
(Address of principal executive offices)
1994 DIRECTORS' STOCK OPTION PLAN
1997 STOCK OPTION PLAN
(Full title of the plan)
Peter J. Mullen
Chancellor Corporation
210 South Street
Boston, Massachusetts 02111
(Name and address of agent for service)
617-368-2700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Maximum Proposed Maximum Amount
to be to be Offering Price Aggregate Offering of
Registered Registered per Share (1) Price Registration Fee
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Common Stock, $.01 par 5,435,000 shares $ .68 $ 3,695,800 $ 1090.26
value per share
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(1) The proposed maximum offering price has been estimated pursuant to Rule
457(h) solely for the purpose of calculating the registration fee. It is not
known how many shares will be purchased under the Plan or at what price such
shares will be purchased. The estimate of the proposed maximum aggregate
offering price has been calculated based on the offering of 5,435,000 shares,
being the aggregate number of shares of Common Stock available for issuance upon
exercise of options to be granted under the Plans, at an exercise price of $.68
per share, which is the average of the high and low prices of the Corporation's
Common Stock as listed on the National Association of Securities Dealers
Automated Quotation ("Nasdaq") OTC Bulletin Board on September 28, 1998.
PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given by Chancellor Corporation (the "Corporation") to the participants in the
Corporation's 1994 Directors' Stock Option Plan and the 1997 Stock Option Plan,
as amended (collectively, the "Plans").
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Corporation with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:
(a) the Annual Report on Form 10-KSB of the Corporation, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the fiscal year ended December 31, 1997; (b) all other
reports of the Corporation filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referenced in (a) above; and (c) the description of the Common Stock contained
in a registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents filed after the date of this Registration Statement by
the Corporation pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description Of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 67 of the Massachusetts Business Corporation Law provides a
statutory framework covering indemnification of directors, officers and
employees against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers.
Article 6 of the Corporation's Articles of Organization provides that
no director of the Corporation shall be liable for monetary damages for any
breach of fiduciary duty, except to the extent that the Massachusetts Business
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
Article V, Section 9 of the Corporation's By Laws provides that the
Corporation will indemnify each person who is or was or has agreed to be a
director or officer of the Corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement to the maximum extent
permitted from time to time under the Massachusetts Business Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1 Restated Articles of Organization of the Company (incorporated
by reference from Exhibit 3A to the Company's Registration
Statement on Form S-1, filed with the Securities and Exchange
Commission on July 22, 1983), as amended by Articles of
Amendment filed with the Massachusetts Secretary of State on
May 18, 1990 (incorporated by reference from Exhibit 3(a) to
the Company's Annual Report, Form 10-K, for the year ended
December 31, 1991) and by Articles of Amendment filed with the
Massachusetts Secretary of State on January 26, 1995
(incorporated by reference from Exhibit 3(a) to the Company's
Annual Report, Form 10-K, for the year ended December 31,
1994)
4.2 By-laws of the Company, as amended to date (incorporated by
reference from Exhibit 3(b) to the Company's Annual Report,
Form 10-K, for the year ended December 31, 1994)
4.3 Chancellor Corporation 1994 Directors' Stock Option Plan,
adopted by the Board of Directors of the Company on August 12,
1994 and approved by the Stockholders of the Company on
January 20, 1995 (incorporated by reference from Appendix III
to the Company's Proxy Statement dated December 9, 1994).
4.4 Chancellor Corporation 1997 Stock Option Plan, as amended.
5 Opinion of Bingham Dana L.L.P. as to the legality of the
securities to be issued.
23.1 Consent of Bingham Dana L.L.P. (included in Exhibit 5).
23.2 Consent of Reznick Fedder & Silverman
24 Power of attorney (included in the signature page to the
Registration Statement).
Item 9. Undertakings
The undersigned Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended ("Securities Act"); (ii) to reflect in the prospectus
any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; (iii)
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Corporation pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Corporation's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Corporation of expenses incurred or paid by a director, officer or
controlling person of the Corporation 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 Corporation 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 Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Boston, Commonwealth of Massachusetts, on this
29th day of September, 1998.
CHANCELLOR CORPORATION
By: /s/ Brian M. Adley
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Brian M. Adley
Chairman of the Board and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of the Corporation, hereby
severally constitute and appoint Brian M. Adley and Jonathan Ezrin and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them, for him and in his name, place
and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
of Chancellor Corporation and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
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.
Signature Title Date
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/s/ Brian M. Adley Chairman of the Board and Director
- --------------------------- (Principal Executive Officer and September 29, 1998
Brian M. Adley Principal Financial Officer)
/s/ Rudolph Peselman Director September 29, 1998
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Rudolph Peselman
/s/ Michael J. Marchese Director September 29, 1998
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Michael J. Marchese
/s/ Jonathan Ezrin Corporate Controller (Principal
- --------------------------- Accounting Officer) September 29, 1998
Jonathan Ezrin
Exhibit Index
4.1 Restated Articles of Organization of the Company (incorporated by
reference from Exhibit 3A to the Company's Registration Statement on
Form S-1, filed with the Securities and Exchange Commission on July 22,
1983), as amended by Articles of Amendment filed with the Massachusetts
Secretary of State on May 18, 1990 (incorporated by reference from
Exhibit 3(a) to the Company's Annual Report, Form 10-K, for the year
ended December 31, 1991) and by Articles of Amendment filed with the
Massachusetts Secretary of State on January 26, 1995 (incorporated by
reference from Exhibit 3(a) to the Company's Annual Report, Form 10-K,
for the year ended December 31, 1994)
4.2 By-laws of the Company, as amended to date (incorporated by reference
from Exhibit 3(b) to the Company's Annual Report, Form 10-K, for the
year ended December 31, 1994)
4.3 Chancellor Corporation 1994 Directors' Stock Option Plan, adopted by
the Board of Directors of the Company on August 12, 1994 and approved
by the Stockholders of the Company on January 20, 1995 (incorporated by
reference from Appendix III to the Company's Proxy Statement dated
December 9, 1994).
4.4 Chancellor Corporation 1997 Stock Option Plan, as amended.
5 Opinion of Bingham Dana L.L.P. as to the legality of the securities to
be issued.
23.1 Consent of Bingham Dana L.L.P. (included in Exhibit 5).
23.2 Consent of Reznick Fedder & Silverman
24 Power of attorney (included in the signature page to the Registration
Statement).