-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qw2qoxa+EHXowMhOL/+niikbiBcsuJJZnM7+F21oPcCYDPZlRPPu+CwiaDgDZ+ay 6YM1sr0gjgFTphgikRM0LA== 0000891554-02-004106.txt : 20020702 0000891554-02-004106.hdr.sgml : 20020702 20020702164659 ACCESSION NUMBER: 0000891554-02-004106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020627 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHELL GROUP CORP CENTRAL INDEX KEY: 0000797313 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112805051 STATE OF INCORPORATION: NY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18066 FILM NUMBER: 02695252 BUSINESS ADDRESS: STREET 1: 14 METEOR DR STREET 2: BLDG 18 CITY: ETOBICOKE ONTARIO STATE: A6 ZIP: M9W 1A4 BUSINESS PHONE: 4166756666 MAIL ADDRESS: STREET 1: 14 METEOR DR STREET 2: ETOBICOKE CITY: ONTARIO CANADA STATE: A6 ZIP: M9W 1A4 FORMER COMPANY: FORMER CONFORMED NAME: NTN CANADA INC DATE OF NAME CHANGE: 19961016 FORMER COMPANY: FORMER CONFORMED NAME: TRIOSEARCH INC DATE OF NAME CHANGE: 19880718 FORMER COMPANY: FORMER CONFORMED NAME: NETWORKS NORTH INC DATE OF NAME CHANGE: 19980811 8-K 1 d50994_8-k.txt FORM 8-K 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) June 27, 2002 CHELL GROUP CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 005-524525 112805051 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 14 METEOR DRIVE, TORONTO, ONTARIO CANADA, M9W 1A4 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (416) 675-6666 -------------------------------------------------------------- (Former name or former address, if changed since last report.) -------------------------------------------------------------- Item 5. Other Events and Regulation FD Disclosure The Board of Directors of Chell Group Corporation (the "Company") at a meeting held on Thursday, June 27, 2002, approved the realignment of its senior management. Mr. Cameron Chell resigned as President and CEO of the Company, effective immediately and was appointed to serve as the Company's Chief Technology Strategist. Mr. Stephen McDermott was appointed as the CEO of the Company. Mr. McDermott who had been the Director Corporate Finance of the Company has over 13 years of investment banking and private equity sales experience in the technology, healthcare and biotech industries. The Board also appointed Mr. Don Pagnutti, who has been Vice President-Finance and a Director of the Company, as President and Chief Financial Officer of the Company. Adrian Towning, an independent director since 1994, accepted the position of Chairman of the Board of Directors. The Board determined that in order to further the independence of the Company, Mr. Pagnutti, the President and Chief Financial Officer, shall be the sole non-independent Director and accordingly, due to the fact that David Bolink and Gordon Herman are not independent Directors, they have resigned as Directors but are planning on continued involvement with the Company. In addition, Mr. Chell has given a proxy for all of the voting rights to the independent directors with respect to shares he controls, either directly or indirectly, through Chell.com Ltd. A copy of the Irrevocable Proxy granted by Cameron Chell, individually and Chell.com Ltd are annexed hereto as Exhibit "99.1" and "99.2" respectively. The Board of Directors reiterated its commitment to completing several acquisitions that are being currently negotiated and to move ahead with its business plan to identify, acquire and grow undervalued technology companies. The Company plans to seek immediate quotation of its shares on the OTCBB upon the determination by the Nasdaq Stock Market Listing Qualifications Panel (the "Panel") to delist the Company's securities from The Nasdaq Stock Market effective with the open of business June 27, 2002. The Company intends to appeal the Panel's decision to the extent available by law. The Company has issued press releases with respect to the aforementioned on June 28, 2002, a copy of which is annexed hereto as Exhibit "99.3" and on July 1, 2002, a copy of which is annexed hereto as Exhibit "99.4." 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 Irrevocable Proxy granted by Cameron Chell dated July 2, 2002 Exhibit 99.2 Irrevocable Proxy granted by Chell.com, Ltd. dated July 2, 2002 Exhibit 99.3 Press Release dated June 28, 2002 Exhibit 99.4 Press Release dated July 1, 2002 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: July 2, 2002 By: /s/ Don Pagnutti ----------------------------------- Don Pagnutti, President and Chief Financial Officer EX-99.1 3 d50994_ex99-1.txt IRREVOCABLE PROXY GRANTED BY CAMERON CHELL Exhibit 99.1 CHELL GROUP CORPORATION IRREVOCABLE PROXY The undersigned, a shareholder of Chell Group Corporation, a New York corporation (the "Company"), does hereby constitute and appoint Shelley Singhal, Michael Rice, Robert Stone and Adrian Towning vote as long as each is serving as a Director of the Company, acting by a majority, in the undersigned's name, place and stead, in the same manner and to the same extent, were the undersigned present, as proxy all of the shares of the Company standing in the undersigned's name on the Company's books. This Proxy shall be deemed to be issued in accordance with Section 609 of the New York Business Corporation Law. This Proxy shall terminate upon the earlier of June 30, 2005 or upon the undersigned, together with any affiliates owning less than (10%) of the issued and outstanding voting securities of the Company. The undersigned hereby revokes all proxies and items by the undersigned previously given, except for prior proxies granted in connection with the transactions to be voted at the upcoming annual meeting of the shareholders of the Company shall not be revoked hereby, for any meeting of the shareholders of the Company. This Proxy shall be irrevocable, and the undersigned hereby expressly acknowledges that it shall have no power, whether alone or in conjunction with others, in whatever capacity, to alter, amend, revoke, or terminate this Proxy, or any of the terms of the this Proxy, in whole or in part. In witness whereof the undersigned sets the undersigned's name as of the 2nd day of July, 2002. Chell.com Ltd By: /s/ Cameron Chell ------------------------------- /s/ C. DaPonte Cameron Chell - ----------------------- Witness: EX-99.2 4 d50994_ex99-2.txt IRREVOCABLE PROXY GRANTED BY CHELL.COM, LTD. Exhibit 99.2 CHELL GROUP CORPORATION IRREVOCABLE PROXY The undersigned, a shareholder of Chell Group Corporation, a New York corporation (the "Company"), does hereby constitute and appoint Shelley Singhal, Michael Rice, Robert Stone and Adrian Towning as long as each is serving as a Director of the Company, acting by a majority vote, in the undersigned's name, place and stead, in the same manner and to the same extent, were the undersigned present, as proxy all of the shares of the Company standing in the undersigned's name on the Company's books. This Proxy shall be deemed to be issued in accordance with Section 609 of the New York Business Corporation Law. This Proxy shall terminate upon the earlier of June 30, 2005 or upon the undersigned, together with any affiliates owning less than (10%) of the issued and outstanding voting securities of the Company. The undersigned hereby revokes all proxies and items by the undersigned previously given, except for prior proxies granted in connection with the transactions to be voted at the upcoming annual meeting of the shareholders of the Company shall not be revoked hereby, for any meeting of the shareholders of the Company. This Proxy shall be irrevocable, and the undersigned hereby expressly acknowledges that it shall have no power, whether alone or in conjunction with others, in whatever capacity, to alter, amend, revoke, or terminate this Proxy, or any of the terms of the this Proxy, in whole or in part. In witness whereof the undersigned sets the undersigned's name as of the 2nd day of July, 2002. /s/ Cameron Chell ------------------- /s/ C. DaPonte Cameron Chell - ----------------------- Witness: EX-99.3 5 d50994_ex99-3.txt PRESS RELEASE DATED JUNE 28, 2002 Exhibit 99.3 [LOGO] Chell Group Corporation Chell Group Corporation FOR IMMEDIATE RELEASE June 28, 2002 Chell Group to Hold Investor Update Conference Call New York, NY, June 28, 2002 -- Chell Group Corporation, a technology holding company in business to acquire and grow undervalued technology companies, will hold a conference call to provide an update to investors. The Company's delisting from the NASDAQ Small Cap is not the result of any investigation, accounting irregularity or impropriety. The Company's operations are not affected by the NASDAQ action. Further details of this and the Company's ongoing strategy will be provided in the conference call. The conference call will be held on Tuesday, July 2nd at 4:15pm EST. Investors can access the call by dialing 416-695-5259 or toll free 1-877-888- 4210 and ask for the "Chell Investor Update" conference call. About Chell Group Corporation: Chell Group Corporation is a technology holding company in business to acquire and grow undervalued technology companies. Chell Group's portfolio includes Logicorp www.logicorp.ca NTN Interactive Network Inc. www.ntnc.com, GalaVu Entertainment Network Inc. www.galavu.com, Engyro Inc. (investment subsidiary) www.engyro.com and cDemo Inc. (investment subsidiary) www.cdemo.com. For more information on the Chell Group, visit www.chell.com. Forward-looking statements and comments in this press release are made pursuant to safe harbor provisions of the Securities Exchange Act of 1934. Certain statements, which describe The Chell Group Corporation's intentions, expectations or predictions, are forward-looking and are subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: the acceptance of Internet based application service providers in the consumer market; the impact of rapid technological and market change; general industry and market conditions and growth rates. For more information, please contact: Ron Matthews Director, Investor Relations Chell Group Corporation 403.303.2358 rmatthews@chell.com Arian L. Hopkins Manager Corporate Communications Chell Group Corporation 403.303.2347 arian@chell.com EX-99.4 6 d50994_ex99-4.txt PRESS RELEASE DATED JULY 1, 2002 Exhibit 99.4 [LOGO] Chell Group Corporation Chell Group Corporation FOR IMMEDIATE RELEASE July 1st, 2002 Chell Group Realigns Management Team New York, NY, July 1, 2002 -- Chell Group Corporation, a technology holding company in business to acquire and grow undervalued technology companies, announced today the realignment of its senior management team to more efficiently deal with its operating plan, M&A activity and regulatory management. The Board of Chell Group has approved the plan which includes the following: Stephen McDermott has been appointed CEO from Director Corporate Finance; Don Pagnutti has been appointed President and CFO from VP Finance and CFO; Cameron Chell has been appointed to Chief Technology Strategist from President and CEO. Also, Adrian Towning, an independent director since 1994, has accepted the position of Chairman of the Board. Cameron Chell noted, "In an effort to more effectively manage the company's growth going forward, The Board and I have agreed to accelerate a succession plan. Our company posted $ US 12 Million in sales last year. With the closing of our largest acquisition to date, Logicorp, our annualized sales are now approximately $US 45 Million. Subject to the completion of acquisitions that we are presently negotiating, we will have annual revenues in excess of $ US 150 Million in our next fiscal year. I feel we have been executing on our operational and M&A plans. These changes in management will help us more effectively deal with the management of our exchange listing requirements. This new management structure provides the right emphasis to enable us to continue to build out our vision and execute on our plans - not just on our operational and M&A sides, but also with respect to achieving our goal of regaining a listing on a major stock exchange as soon as possible. While we consider our options relating to the recent NASDAQ decision to de-list our shares from its exchange, we have decided in order to protect shareholder value, Chell Group will seek an immediate listing on the over the counter bulletin board market (OTC)." Adrian Towning, Chell Group Chairman, said "The shifting of responsibilities to a broader team will ensure we bring focus to all critical areas of our business and exploit the talents of our people. We are pleased Stephen McDermott has agreed to take on the CEO role of our company. He has proven his leadership ability in the past, delivering significant results in both public financing and M&A. Don Pagnutti is an experienced operating manager and his expanded role will help enable us to ensure that we move forward in a manner which increases our focus on our regulatory requirements. Cameron Chell, in his new role as Chief Technology Strategist, will focus on building our technology strategy and growth initiatives." Stephen McDermott, CEO, added " It is important to note that our business plan remains intact: we will continue to identify, acquire and grow undervalued technology companies. I look forward to working in this expanded role knowing the depth of our team and the specific focus of each member. With our new management team I feel extremely confident in our ability to provide our shareholders with the best strategy going forward. I will make sure, as a team, we will work towards maximizing value through the execution of our strategy, with the shareholders best interests as our number one priority. The Company reiterates the delisting from the NASDAQ Small Cap is not the result of any investigation or accounting irregularity. The Company's operations are not effected by the NASDAQ action and all M&A activity continues as planned. In addition to the NASDAQ appeal, Chell Group also announced applications are being filed for it's listing on the NASD OTC:BB market and is also exploring several other strategic opportunities that have presented themselves. The Company will be holding a conference call to be held on Tuesday, July 2nd at 4:15pm EST. Investors can access the call by dialing 416-695-5259 or toll free 1-877-888-4210 and ask for the "Chell Investor Update" conference call. Participants who wish to ask questions on the investors call may do so by emailing them in advance to: Ron Matthews Director, Investor Relations Chell Group Corporation at rmatthews@chell.com. About Chell Group Corporation: Chell Group Corporation is a technology holding company in business to acquire and grow undervalued technology companies. Chell Group's portfolio includes Logicorp www.logicorp.ca NTN Interactive Network Inc. www.ntnc.com, GalaVu Entertainment Network Inc. www.galavu.com, Engyro Inc. (investment subsidiary) www.engyro.com and cDemo Inc. (investment subsidiary) www.cdemo.com. For more information on the Chell Group, visit www.chell.com. Forward-looking statements and comments in this press release are made pursuant to safe harbor provisions of the Securities Exchange Act of 1934. Certain statements, which describe The Chell Group Corporation's intentions, expectations or predictions, are forward-looking and are subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: the acceptance of Internet based application service providers in the consumer market; the impact of rapid technological and market change; general industry and market conditions and growth rates. For more information, please contact: Ron Matthews Director, Investor Relations Chell Group Corporation 403.303.2358 rmatthews@chell.com Arian L. Hopkins Manager Corporate Communications Chell Group Corporation 403.303.2347 arian@chell.com -----END PRIVACY-ENHANCED MESSAGE-----