-----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, TfDtgLd+aoK0E0aF2OBCpgBk1wAvgueCz/nqxkI9Z6rh++rCx7/XmqwRlpaWSKRQ oaA6nDm0PuZ1Aq9pRy6P2g== 0001005477-01-003479.txt : 20010523 0001005477-01-003479.hdr.sgml : 20010523 ACCESSION NUMBER: 0001005477-01-003479 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010522 EFFECTIVENESS DATE: 20010522 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: S-8 SEC ACT: SEC FILE NUMBER: 333-61418 FILM NUMBER: 1645869 BUSINESS ADDRESS: STREET 1: 14 METEOR DR STREET 2: BLDG 18 CITY: ETOBOCOKE ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 4166756666 MAIL ADDRESS: STREET 1: 14 METEOR DR CITY: ETOBICOKE ONTARIO STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: NETWORKS NORTH INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: NTN CANADA INC DATE OF NAME CHANGE: 19961016 S-8 1 0001.txt FORM S-8 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) Consulting Services (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 (1) price fee - ------------- ---------- ------------- ---------- --- Common Stock, 110,000 $1.60 $176,000 $44 par value $.0467 (1) Computed pursuant to Rule 457 (c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The proposed maximum offering price per unit, maximum aggregate offering price and registration fee is based upon the average of the high and the low price in the market for the common stock on May 15, 2001. PART I INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS Pursuant to Rule 438 (b)(1), the information required by Part 1 is included in documents sent or given to each Consultant. 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, 2000 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 reports on Form 10-Q for the quarter ended February 28, 2001 filed on April 13, 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 4. Description of Securities The class of securities to be offered hereby has been registered under Section 12 of the Exchange Act by the registrant, and incorporated by reference. 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 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 6 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. Consultants The following consultants will be issued securities pursuant to this Registration Statement: Name Number Type of Services Provided - ---- ------ ------------------------- Ron Mathews 110,000 Consulting Services 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 22nd day of May, 2001. Chell Group Corporation By /s/ Don Pagnutti ------------------------------------- Don Pagnutti, 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 May 16, 2001 - ---------------------- David Bolink Chairman of the Board of May _____, 2001 - ---------------------- Directors; President & CEO Cameron Chell /s/ Gordon Herman Director May 18, 2001 - ---------------------- Gordon Herman /s/ Don Pagnutti Director, Vice President- May 22, 2001 - ---------------------- Finance, Chief Financial Officer Don Pagnutti /s/ Peter Rona Director May 17, 2001 - --------------------- Peter Rona /s/ Robert Stone Director May 17, 2001 - --------------------- Robert Stone /s/ Adrian Towning Director May 22, 2001 - -------------------- Adrian Towning INDEX TO EXHIBITS Sequentially Numbered Exhibit No. Description Page Where Located - ----------- ----------- ------------------ 5.1 Opinion of Mintz & Fraade, P.C. 7 23.1 Consent of Lazar, Levine & Felix LLP 9 23.2 Consent of Ernst & Young LLP, 10 Independent Chartered Accountants EX-5.1 2 0002.txt OPINION OF MINTZ & FRADE, P.C. May 18, 2001 Chell Group Corporation 14 Meteor Drive Toronto, Ontario M9W 1A4 Re: Chell Group Corporation Gentlemen: We are rendering this opinion to you in connection with the offering (the "Offering") of 110,000 shares of Common Stock (the "Shares") of Chell Group Corporation, a New York corporation (the "Company"), which are to be issued in consideration for consulting services by the Company pursuant to a Registration Statement filed with the Securities and Exchange Commission pursuant to Form S-8 of the Securities Act of 1933, as amended (the "Act"). We have not taken part in any aspect of the Offering. Our engagement with respect to the Offering is limited solely to the rendering of this opinion. In connection with rendering this opinion we have examined originals or copies of the following documents, instruments and agreements (collectively the "Documents"): a) the Articles of Incorporation of the Company, and any amendments, as filed with the Secretary of State of New York; b) the By-Laws of the Company; c) the Consulting Agreements executed by each of the Consultants; and d) the Unanimous Consent of the Board of Directors approving the filing of a Form S-8 Registration Statement registering the Shares issued to the Consultants. In our examination, we have assumed, without investigation, the authenticity of the Documents, the genuineness of all signatures to the Documents, the legal capacity of all persons who executed the Documents, the due authorization and valid execution by all parties to the Documents, that the Agreement constitutes a valid and legally binding agreement and obligation of all parties thereto, the authenticity of all Documents submitted to us as originals, and that such Documents are free from any form of fraud, misrepresentation, duress or criminal activity, and the conformity of the originals of the Documents which were submitted to us as certified or photostatic copies. Solely for purposes of this opinion, you should assume that our investigation was and will be limited exclusively to those items which are specifically set forth in this opinion and that no further investigation has been or will be undertaken and that we have only reviewed and will only review the Documents which are specifically designated in this opinion. In rendering this opinion, we have assumed the legal competency of all parties to the Documents and the due authorization, valid execution, delivery and acceptance of all Documents by all parties thereto. We have further assumed, among other things, that the recipient of the Shares will have provided consideration acceptable to the Board of Directors and in compliance with Form S-8 and that any Shares to be issued will have been registered in accordance with the Act, absent the application of an exemption from registration, prior to the issuance of such Shares. Based upon the foregoing and in reliance thereof, it is our opinion that, subject to the limitations set forth herein, the Shares to be issued will be duly and validly authorized, legally issued, fully paid and non-assessable. This opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration Statement and does not cover subsequent issuances of shares, pertaining to services to be performed in the future (such transactions are required to be included in either a new Registration Statement or a Post Effective Amendment to the Registration Statement including updated opinions). The Securities and Exchange Commission (the "SEC") or any state regulatory authority could disagree with our opinion. Moreover, no assurance can be given that there will not be a change in existing law or that the SEC or any state regulatory authority will not alter its present views either prospectively or retroactively or adopt new views with respect to any matters which are summarized above and those matters upon which we have rendered our opinion. The opinions set forth herein are limited to the laws of the State of New York and the federal laws of the United States, and we express no opinion on the effect on the matters covered by this opinion of the laws of any other jurisdiction. This opinion is rendered solely for the benefit of you in connection with the transaction described herein and may not be delivered to or relied upon by any other person without our prior written consent. Very truly yours, Mintz & Fraade, P.C. By: /s/ Alan P. Fraade --------------------------- Alan P. Fraade APF:msb EX-23.1 3 0003.txt CONSENT OF LAZAR, LEVINE & FELIX LLP CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Chell Group Corporation Toronto, Ontario We hereby consent to the incorporation by reference in this Form S-8 registration statement of our report dated November 22, 2000, relating to the financial statements of Chell Group Corporation that are included in Form 10-K for the fiscal year ended August 31, 2000. LAZAR LEVINE & FELIX LLP New York, NY May 16, 2001 EX-23.2 4 0004.txt CONSENT OF ERNST & YOUNG LLP CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS We consent to the incorporation by reference of our report dated November 12, 1999, with respect to the consolidated financial statements of Chell Group Corporation (formerly named Networks North Inc.) included in its Annual Report (Form 10-K) for the year ended August 31, 2000, filed with the Securities and Exchange Commission on December 14, 2000, in the Registration Statement (Form S-8) pertaining to the registration of 110,000 shares of its common stock which will be issued for consulting services. /s/ Ernst & Young LLP Toronto, Canada, May 22, 2001 Chartered Accountants -----END PRIVACY-ENHANCED MESSAGE-----