S-8 1 d02-36713.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) 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 2 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. 3 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 4 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