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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2000
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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DELANO TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
ONTARIO 98-0206122
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
302 TOWN CENTRE BLVD.
MARKHAM, ONTARIO, CANADA
L3B 8G5
(905) 947-2222
(Address and telephone number of Registrant's principal executive offices)
DELANO TECHNOLOGY CORPORATION STOCK OPTION PLAN
(Full title of plan)
CT CORPORATION SYSTEM
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
(212) 894-8940
(Name, address and telephone number of agent for service)
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Copy to:
CHRISTOPHER W. MORGAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
SUITE 1820, P.O. BOX 189
NORTH TOWER, ROYAL BANK PLAZA
TORONTO, ONTARIO, CANADA M5J 2J4
(416) 777-4700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE
----------------------------- --------------- -------------- -------------- ------------------
<S> <C> <C> <C> <C>
COMMON SHARES 1,525,000 $ 0.11 (2) $ 167,750 $ 44.29
946,125 0.44 (2) 416,295 109.90
54,000 1.00 (2) 54,000 14.26
129,000 2.39 (2) 308,310 81.39
172,500 3.08 (2) 531,300 140.26
1,500 3.47 (2) 5,205 1.37
75,000 4.00 (2) 300,000 79.20
143,625 4.51 (2) 647,749 171.01
144,000 5.23 (2) 753,120 198.82
32,350 5.26 (2) 170,161 44.92
78,750 5.95 (2) 468,563 123.70
272,000 6.67 (2) 1,814,240 478.96
6,000 6.97 (2) 41,820 11.04
13,000 7.16 (2) 93,080 24.57
21,875 7.75 (2) 169,531 44.76
39,500 8.75 (2) 345,625 91.25
36,000 9.50 (2) 342,000 90.29
125,500 9.75 (2) 1,223,625 323.04
415,875 10.00 (2) 4,158,750 1097.91
19,000 10.25 (2) 194,750 51.41
8,250 10.38 (2) 85,635 22.61
241,150 10.94 (2) 2,638,181 696.48
--------- -------- ----------- ---------
TOTAL 4,500,000 $14,929,690 $3,941.44
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</TABLE>
NOTES
(1) The Common Shares being registered relate to (i) past option
grants, with option exercise prices as indicated, and (ii) option
grants to be undertaken in the future, with option exercise prices
to be determined.
(2) In accordance with Rule 457(h)(1), the maximum offering price is
the option exercise price.
2
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PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents, or excerpts thereof as indicated, filed
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
(a) Prospectus of Delano Technology Corporation (the
"Registrant") filed with the Commission on February 10,
2000 pursuant to Rule 424(b) under the Securities Act of
1933, as amended;
(b) All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since February 10, 2000; and
(c) The description of the Registrant's common shares,
included in the registration statement on Form 8-A, filed
with the Commission on January 27, 2000.
All documents hereafter filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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In accordance with the Business Corporations Act (Ontario), the
By-laws of the Registrant provide that the Registrant will indemnify a
present or former director or officer of the Registrant, or a person who
acts or acted at the Registrant's request as a director or officer of
another company of which the Registrant is or was a shareholder or
creditor, and his heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party
by reason of such position, provided that the director or officer acted
honestly and in good faith with a view to the best interests of the
Registrant and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds
for believing that his conduct was lawful. Such indemnification may, with
the approval of the court, be made in connection with the procuring of a
judgment in favor of the Registrant or such other company if the conditions
set forth above have been fulfilled. Notwithstanding the foregoing, a
director or officer is entitled to indemnification from the Registrant as a
matter of right if he was substantially successful on the merits in defense
of the action or proceeding and fulfilled the conditions set forth above.
A policy of directors' and officers' liability insurance is
maintained by the Registrant and its subsidiaries against liability
incurred by arising from or against them for certain of their acts, errors
or omissions.
Reference is made to Item 9 for the undertakings of the Registrant
with respect to indemnification for liabilities arising under the
Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
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ITEM 8. EXHIBITS.
The following exhibits are attached hereto:
Exhibit
Number Description
5.1 Opinion of Osler, Hoskin & Harcourt as to the legality of the
securities being registered;
23.1 Consent of Osler, Hoskin & Harcourt (included in
Exhibit 5.1 to this Registration Statement);
23.2 Consent of KPMG LLP; and
24.1 Power of Attorney (included on page 6 of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
A. The 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 this Registration
Statement or any material change to such information
in this Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act, 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.
B. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Sections
13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities
offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant by the Registrant
pursuant to existing provisions or arrangements, or otherwise,
the Registrant has been advised that in the opinion of the
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, 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 of 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.
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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 June 2,
2000.
DELANO TECHNOLOGY CORPORATION
By: /s/ John Foresi
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John Foresi
President and Chief Executive Officer
5
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POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each officer or director
of Delano Technology Corporation whose signature appears below constitutes and
appoints John Foresi and Thomas Hearne, and each of them, with full power to act
without the other, his true and lawful attorneys-in-fact and agents, with full
and several power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including post-effective
amendments, and supplements to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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 they or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities indicated, on June 2, 2000.
Signature Title
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/s/ John Foresi
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John Foresi President and Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Thomas Hearne
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Thomas Hearne Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
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Dennis Bennie Chairman of the Board of Directors
/s/ Albert Amato
----------------
Albert Amato Director
/s/ Ian Giffen
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Ian Giffen Director
/s/ Bahman Kooestoni
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Bahman Kooestoni Director
/s/ Donald Woodley
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Donald Woodley Director
/s/ Tony Zingale
----------------
Tony Zingale Director
6
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the
undersigned certifies that it is the duly authorized United States
representative of Delano Technology Corporation and has duly caused this
Registration Statement to be signed on behalf of it by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada,
on June 2, 2000.
DELANO TECHNOLOGY INC.
(Authorized U.S. Representative)
By:/s/ Thomas Hearne
--------------------
Thomas Hearne
Chief Financial Officer and Secretary
7
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INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Osler, Hoskin & Harcourt as to the legality of the securities
being registered
23.1 Consent of Osler, Hoskin & Harcourt (included in Exhibit 5.1 to this
Registration Statement)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on page 6 of this Registration Statement)
