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) January 21, 2003
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 5. Other Events and Regulation FD Disclosure.
Chell Group Corporation (the "Company") announced on February 3, 2003 that
its Board of Directors has undergone certain changes. Effective January 7, 2003,
the Company has accepted the resignations of the following Board Members who are
leaving due to personal reasons: Adrian Towning (Chairman), Michael Rice, Don
Pagnutti (former President and Chief Financial Officer) and Robert Stone. In
addition, the Company announced that Stephen McDermott, Chief Executive Officer,
has been elected to the Board and appointed Chairman,. David Bolink has also
been appointed to the Board . The Company has also accepted the resignation of
Mark Truman, Corporate Secretary for the Board and Chief Financial Officer, who
has resigned from both positions due to personal reasons.
The Company announced on February 3, 2003 that it has concluded its
investigation into the receipt of improper rebates from the resale of computer
equipment by its subsidiary Logicorp Data Systems Ltd., previously announced on
October 30, 2002. The Company has determined that the incidents were the results
of an isolated matter. On December 17, 2002 the Company entered into a
settlement agreement with the computer equipment vendor and it now believes that
normal business relations have been restored. As a result of the settlement, the
Company expects to take a charge in its fiscal year end 2002 $840,000. The
Company also announced that the original purchase price for Logicorp is being
reduced in excess of 20%.
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.
99.1 Press Release Dated February 3, 2003
99.2 Press Release Dated February 3, 2003
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
Date: February 3, 2003 By: /s/ Stephen Mc Dermott
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Stephen McDermott
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