<PAGE>
As filed with the Securities and Exchange Commission on November 22, 2000
Registration No.______________
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SECURITIES AND EXCHANGE COMMISSION
------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CHANCELLOR GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 3845 87-0438647
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(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
1800 E. Sahara Boulevard
Suite 107
Las Vegas, Nevada 89104
(Address of Principal Executive Offices)
2000 STOCK AWARD PLAN
(Full Title of the Plan)
Shane X.G. Rodgers
1800 E. Sahara Boulevard
Suite 107
Las Vegas, Nevada 89104
(702) 938-0261
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------------------- ----------------------- --------------------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Title of Securities to be Registed Amount to be Registered Proposed Maximum Proposed Maximum Amount of
Offering Price Per Share(1) Aggregate Offering Registration
Price (1) Fee
---------------------------------- ----------------------- --------------------------- ------------------ ---------------
Common Stock, $.001 par value 2,000,000 shares $.50 $1,000,000 $264
---------------------------------- ----------------------- --------------------------- ------------------ ---------------
TOTAL
$264
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</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h).
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b)(1).
PART II
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement . All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
(a) The Registrant's registration statement on Form 10-SB
(b) All other reports filed by Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the above-referenced registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Item 5. Indemnification of Directors and
Officers, appearing in Part II of the Registrant's registration statement on
Form 10-SB, Article VII of the Registrant's Certificate of Incorporation and
Article VIII of the Registrant's By-laws.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT NUMBERS
5. Opinion of Ina P. Kagel, Esq.
10.2 2000 Stock Award Plan
<PAGE>
24.1 Consent of Ina P. Kagel, Esq. (included in Exhibit 5).
24.2 Consent of Independent Certified Public Accountants.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities at that time shall therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions referenced
in Item 6 of this Registration Statement 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 Securities Act and
is, therefore, unenforceable. In the event that 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 hereunder, 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
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 Los Angeles, California on this 20th day of November, 2000.
CHANCELLOR GROUP, INC.
By: /s/ Shane X.G. Rodgers
--------------------------------
SHANE X.G. RODGERS,
Vice-Chairman
<PAGE>
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints SHANE
X.G. RODGERS, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue thereof.
Further, 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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Shane X.G. Rodgers Vice-Chairman of the Board, President, November 20, 2000
-------------------------- Principal Executive Officer, Financial
SHANE X.G. RODGERS Officer and Accounting Officer
/s/ Ashraf Khan Director November 20, 2000
--------------------------
ASHRAF KHAN
/s/ William H. Stinson Director November 20, 2000
--------------------------
WILLIAM H. STINSON
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER
5 Opinion of Ina P. Kagel, Esq.
10.2 2000 Stock Award Plan
24.1 Consent of Ina P. Kagel, Esq. (included in Exhibit 5)
24.2 Consent of Independent Certified Public Accountant.
