<PAGE>
1. The cover page is hereby amended to correct information contained in
the first paragraph on cover page 2, namely, the aggregate market value
section.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -----------------------
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT
- ------ OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1994
---------------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ------
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
-------------- --------------
Commission file number: 0-12643
-----------------
GANDALF TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA NOT APPLICABLE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
130 COLONNADE ROAD SOUTH, NEPEAN, ONTARIO, CANADA K2E 7M4
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code:(613) 723-6500
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ X ]
[Cover page 1 of 2 pages]
<PAGE>
"The aggregate market value of the Common Shares held by non-
affiliates of the registrant, based upon the closing sales price of the
Common Shares as reported on The Nasdaq Stock Market (National Market
System) on June 2, 1994 was approximately $13,023,188. This amount
excludes 7,235,233 Common Shares held by all executive officers, directors,
and shareholders holding over 5 percent of the outstanding Common Shares on
that date, as such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes. As of June 2, 1994, 28,072,333 Common
Shares, without nominal or par value, were issued and outstanding."
All dollar amounts in the Annual Report on Form 10-K are in United
States dollars, except where indicated.
DOCUMENTS INCORPORATED BY REFERENCE
PART I None
PART II
Item 5 Market for Registrant's Common Stock and Related
Security Holder Matters. Page 30 of the Annual Report
to Shareholders for the fiscal year ended March 31,
1994 (Exhibit 13).
Item 6 Selected Financial Data. Inside front cover of the
Annual Report to Shareholders for the fiscal year ended
March 31, 1994 (Exhibit 13).
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations. Pages 25 to 29 of
the Annual Report to Shareholders for the fiscal year
ended March 31, 1994 (Exhibit 13).
Item 8 Financial Statements and Supplementary Data. Pages 12
to 24 Of the Annual Report to Shareholders for the
fiscal year ended March 31, 1994 (Exhibit 13).
PART III None
[Cover page 2 of 2 pages]
<PAGE>
2. Item 11 is hereby replaced in its entirety to correct information
contained in the last paragraph under the sub-heading, Bonus and Stock
Plans.
"ITEM 11.
EXECUTIVE COMPENSATION
Overview
- -------------
The Company currently has seven executive officers. The aggregate
cash compensation, including amounts paid under the Executive Incentive
Plan and excluding amounts paid on termination of employment, paid to all
executive officers as a group (twelve persons) by the Company and its
subsidiaries for services rendered during the fiscal year ended March 31,
1994 was $1,414,572. In addition, during the fiscal year ended March 31,
1994, executive officers were given the use of automobiles leased by the
Company at an aggregate incremental cost to the Company and its
subsidiaries of $62,351.
The Company provides liability insurance for directors and officers of
the Company and its subsidiaries. The premium (expressed in U.S. dollars)
for the fiscal year ended March 31, 1994 was $93,246 which was paid for by
the Company. The policy limit (expressed in U.S. dollars) is $30 million
per year or $30 million per claim with an aggregate deductible of $180,000
per claim for the Company and a nil deductible for the individual. The
individual directors and officers of the Company and its subsidiaries are
insured for losses arising from claims against them for certain of their
acts, errors or omissions as such. The Company is insured against any loss
arising out of any liability to indemnify a director or officer.
Summary Compensation Table
- --------------------------
The following table presented in accordance with current regulations
under the Securities Act (Ontario) sets forth all compensation paid for the
fiscal years ended March 31, 1994, 1993 and 1992, in respect of each of the
individuals who were, at March 31, 1994, the Chief Executive Officer and
the other four most highly compensated executive officers of the Company,
and three additional individuals who were executive officers of the Company
but were not serving at March 31, 1994. During fiscal 1992, the Company
changed the date of its fiscal year end from July 31 to March 31 and the
compensation disclosed in the Summary Compensation Table for the fiscal
1992 year covers an eight-month period.
<PAGE>
<TABLE> SUMMARY COMPENSATION TABLE
<CAPTION>
<C> <S> <S> <S> <S> <S> <S>
Long-Term
Annual Compensation Compensation
----------------------------------------------------- -------------------
Awards
--------------------
Securities
Other Annual* Under Options All Other
Name and Principal Positions Year Salary Bonus Compensation Granted Compensation
($) ($) ($) (#) ($)
(a) (b) (c) (d) (e) (f) (j)
- -------------------------------------------------------------------------------------------------------------------------
Chief Executive Officer 1994 $147,455 --- --- 50,000 ---
B.R. Hedges 1993 $ 65,787 (1) --- --- 75,000 ---
1992 --- --- --- --- ---
Vice President Marketing 1994 $ 90,076 $ 65,496 --- 85,000 ---
A. Brisbourne 1993 $ 92,709 --- --- 25,000 ---
1992 $ 68,183 $ 6,083 --- 9,000 ---
Managing Director 1994 $101,860 $ 8,726 $ 15,920 (6) 50,000 ---
Gandalf Digital 1993 $101,655 $ 44,297 --- 50,000 ---
Communications Limited 1992 $ 63,915 $ 6,620 --- 1,500 ---
J.M. Scott
Vice President and Chief 1994 $111,493 (2) --- --- 125,000 ---
Technology Officer 1993 --- --- --- --- ---
G.A. Daniello 1992 --- --- --- --- ---
Vice President Manufacturing 1994 $ 75,063 $ 8,404 $ 10,693 50,000 ---
M.G. Gainer 1993 $ 77,226 $ 7,327 --- 40,000 ---
1992 $ 82,555 $ 14,946 --- --- ---
Vice President Marketing 1994 $122,851 (3) $144,257 --- --- $ 27,694 (7)
J.C.Hahn 1993 $113,625 $100,000 --- 50,000 ---
1992 $ 81,728 $ 50,000 --- 5,000 ---
President 1994 $ 94,234 (4) $ 43,193 --- 75,000 $181,338 (7)
Gandalf Systems Corporation 1993 --- --- --- --- ---
R.F. Jerd 1992 --- --- --- --- ---
President 1994 $ 80,156 (5) $ 8,989 $ 22,716 (8) --- ---
Gandalf International Limited 1993 $106,630 $ 15,254 --- 40,000 ---
M.F. McGrail 1992 $ 90,353 --- --- 25,000 ---
<FN>
* Perquisites and other personal benefits exceeding the lesser of $50,000 or 10 percent of the total annual salary and bonus
for any of the named executive officers.
(1) Mr. Hedges was employed for six months during fiscal 1993.
(2) Mr. Daniello was employed for ten months during fiscal 1994.
(3) Mr. Hahn was employed for nine months during fiscal 1994.
(4) Mr. Jerd was employed for eight months during fiscal 1994.
(5) Mr. McGrail was employed for nine months during fiscal 1994.
(6) Includes automobile lease payments of $9,342 and payments of $4,074 for retirement benefits.
(7) Amounts accrued or paid in respect of termination of employment.
(8) Includes automobile lease payments of $16,992.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
<C> <S> <S> <S> <S> <S>
Market Value of
% of Total Securities
Options Underlying
Securities Granted to Options on the
Under Options Employees in Exercise or Base Price Date of Grant
Name Granted Financial Year ($/Security) ($/Security) Expiration Date
(a) (b) (c) (d) (e) (f)
- ---------------------------------------------------------------------------------------------------------------------------
Chief Executive Officer 50,000 3.7% 25,000 @ $4.15 Cdn.(1) $4.15 Cdn.(2) June 1, 2003
B.R. Hedges 3.7% 25,000 @ $4.25 Cdn.(1) $4.25 Cdn.(2) Nov.10, 2003
Vice President Marketing 85,000 5.1% 35,000 @ $4.25 Cdn.(1) $4.25 Cdn.(2) Nov.10, 2003
A. Brisbourne 7.4% 50,000 @ $1.80 Cdn.(1) $1.80 Cdn.(2) February 9, 2004
Managing Director 50,000 7.4% $1.80 Cdn.(1) $1.80 Cdn.(2) February 9, 2001
Gandalf Digital
Communications Limited
J.M. Scott
Vice President and Chief 125,000 11.0% 75,000 @ $4.15 Cdn.(1) $4.15 Cdn.(2) June 1, 2003
Technology Officer 7.4% 50,000 @ $1.80 Cdn.(1) $1.80 Cdn.(2) February 9, 2004
G.A. Daniello
Vice President 50,000 7.4% $1.80 Cdn.(1) $1.80 Cdn.(2) February 9, 2004
Manufacturing
M.G. Gainer
President Gandalf Systems 75,000 10.8% $3.75 Cdn.(1) $3.75 Cdn.(2) August 11, 2003
Corporation
R.F. Jerd
<FN>
(1) Under terms of the stock options granted in fiscal 1994, executive officers may elect a discount of 15 percent from the
exercise price shown.
(2) The Market Value of the common shares underlying the options was the closing market price on the day prior to the date
of grant.
</FN>
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
<C> <S> <S> <S>
Unexercised Options at
Securities Acquired Fiscal Year End
on Exercise Aggregate Value Realized (#)
Name (#) ($) Exercisable/Unexercisable
(a) (b) (c) (d)
- -------------------------------------------------------------------------------------------------------------------
Chief Executive Officer --- --- 58,333 Exercisable
B.R. Hedges 41,667 Unexercisable
Vice President Marketing 6,000 $9,300 Cdn. 11,335 Exercisable
A. Brisbourne 101,665 Unexercisable
Managing Director, --- --- 41,667 Exercisable
Gandalf Digital 83,333 Unexercisable
Communications Limited
J.M. Scott
Vice President and Chief --- --- 25,000 Exercisable
Technology Officer 100,000 Unexercisable
G.A. Daniello
Vice President --- --- 33,333 Exercisable
Manufacturing 76,667 Unexercisable
M.G. Gainer
President --- --- 25,000 Exercisable (1)
Gandalf Systems Corporation 50,000 Unexercisable (1)
R.F. Jerd
<FN>
(1) Expiry date of options was extended beyond fiscal 1994 year end.
</FN>
</TABLE>
<PAGE>
Bonus and Stock Plans
- -------------------------------------
The Company has an Executive Incentive Plan under which cash
compensation is distributed to executive officers during the year.
The plan is administered by the Compensation Committee which
determines the amount that may be paid to executive officers as a
bonus during the year. The criteria used to determine the amount
awarded reflects the position held by the executive officer in the
Company, the level of responsibility, and the degree to which
objectives are achieved. The aggregate cash compensation paid to
executive officers during the fiscal year ended March 31, 1994
included $134,807 distributed under this plan.
The Company has five stock option plans as follows:
1983 Stock Option Plan for Key Employees
1984 Stock Option Plan for Directors
1988 Stock Option Plan for Key Employees
1988 Stock Option Plan for Directors
Stock Option Plan for Executives and
Directors
As at June 2, 1994, 1,692,500 Common Shares were subject to options at
prices ranging from Cdn.$5.25 to Cdn.$1.25 and expiring at various
dates to May 9, 2004. Of such options, 1,244,000 Common Shares were
subject to options held by all directors and executive officers as a
group.
Compensation of Directors
- -----------------------------------------
The by-laws of the Company authorize the Board to determine the amount
of remuneration to be paid to directors for their services as
directors. The Board has approved the following schedule of fees for
directors who are not employees of the Company.
Directors resident in Canada receive $7,500 (Cdn.) per annum.
Directors resident in the United States receive $7,000 (U.S.) per
annum. In addition to the annual retainer referred to above, each
director receives an attendance fee of $400 (in local currency) for
meetings of shareholders, the Board of Directors and committees of the
Board (if he is a member thereof), with the exception that members
receive $800 for each Executive Committee meeting attended. Directors
are entitled to reimbursement by the Company for all reasonable
expenses incurred in attending such meetings. The Board of Directors
held thirteen meetings, the Audit Committee held four meetings, the
Compensation Committee held two meetings, the Executive Committee held
two meetings and the Nominating Committee held one meeting during the
fiscal year ended March 31, 1994.
During the fiscal year ended March 31, 1994, the following amounts
were paid to directors of the Company in their capacity as directors,
including amounts paid for committee participation or special
assignments: Alexander Curran $10,925; Charles J. Gardner, Q.C.
$11,536; Donald M. Gleklen $14,200; Robert E. Keith $13,800; David N.
Koffsky $4,117; Warren V. Musser $ 3,317; Patrick J. Suddick $3,588;
and Thomas A. Vassiliades $8,897.
The Company has two stock option plans for directors under which non-
employee directors are each awarded stock options on 5,000 common
shares on the date of their initial election or re-election as
directors, provided they do not hold stock options at that time under
any of the Company's stock option plans. On August 12, 1993, Mr.
Vassiliades, a director of the Company, received a stock option under
the 1988 Stock Option Plan for Directors to purchase 5,000 common
shares at an exercise price of Cdn. $3.24 per share.
Directors also participate in the Stock Option Plan for Executives and
Directors. On November 11, 1993 an option to purchase 25,000 common
shares at an exercise price of $4.25 per share was granted under this
Plan to each of Messrs. Cunningham, Curran, Gardner, Gleklen, Hedges,
Keith and Vassiliades, directors of the Company.
<PAGE>
Mr. Charles J. Gardner is a member of a law firm that provides legal
services to the Company. During the fiscal year ended March 31, 1994,
Mr. Gardner's firm was paid $101,153 in legal fees by the Company and
its subsidiaries.
Messrs. Cunningham and Vassiliades each had consulting arrangements
during fiscal 1994 under which they were compensated by the Company
and its subsidiaries. During the fiscal year ended March 31, 1994,
the amount paid to each was as follows: Mr. Cunningham $112,995 and
Mr. Vassiliades $46,000.
Mr. Robert E. Keith and Mr. Warren V. Musser (a former director of the
Company) are executives of Radnor Venture Partners, L.P., and
Safeguard Scientifics (Delaware), Inc. which are parties to a loan
agreement with the Company. During the fiscal year ended March 31,
1994, the Company and its subsidiaries repaid $201,000 of the
outstanding balance. During the year interest on this loan amounted
to $47,869.
Mr. David N. Koffsky, a former director of the Company, is a member of
a patent, trademark and copyright firm that provides legal services to
the Company. During the fiscal year ended March 31, 1994, Mr.
Koffsky's firm was paid $14,045 by the Company and its subsidiaries."
3. Item 12 is hereby replaced in its entirety to correct and update
information collected by the Company subsequent to its initial Form 10-K
filing:
"ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June 2, 1994 with
respect to (1) all shareholders known by the Company to be beneficial
owners of more than 5 percent of its outstanding Common Shares and (2)
share ownership by each director and nominee for director and by each named
executive officer still in the employ of the Company and by all executive
officers and directors as a group:
<TABLE>
<CAPTION>
<C> <S> <S>
AMOUNT
BENEFICIALLY PERCENT OF
NAME OWNED (1) CLASS (8)
- -----------------------------------------------------------------
Ontario Municipal Employees 1,974,700 7.0%
Retirement Board
One University Avenue, Suite 1000
Toronto, Ontario M5J 2P1
Iles & Isherwood Inc. 1,827,400 (2) 6.9%
P.O. Box 13, Ste. 1305
150 King St. W.
Toronto, Ontario M5H 1J9
Desmond Cunningham 1,743,092 (3) 6.2%
130 Colonnade Road South
Nepean, Ontario K2E 7M4
Mackenzie Financial Corporation 1,607,700 (4) 5.7%
150 Bloor Street West
Toronto, Ontario M5S 3B5
Alexander Brisbourne 11,333 (5) (9)
Alexander Curran 2,500 (5) (9)
Gatone A. Daniello 25,000 (5) (9)
M. Gerald Gainer 37,133 (6) (9)
Charles J. Gardner 5,000 (5) (9)
Donald M. Gleklen 33,750 (6) (9)
Brian R. Hedges 93,333 (6) (9)
Robert E. Keith 10,000 (6) (9)
A. Graham Sadler 21,550 (9)
Judith M. Scott 47,708 (6) (9)
Thomas A. Vassiliades 181,250 (5) (9)
All executive officers and directors
as a group (13 persons) 2,197,099 (7) 7.5%
<PAGE>
<FN>
(1) All shares are owned of record and beneficially and the sole
investment and voting power is held by the person named, except as
set forth below.
(2) The registered holder of the securities is Technology Investors 1
Limited Partnership, a limited partnership (the "Fund") whose general
partner is a wholly-owned subsidiary of Iles & Isherwood Inc. Iles &
Isherwood Inc. acts as the investment manager of the Fund, and the
Fund has the right to receive any dividends on or proceeds from the
sale of such securities.
(3) Shares are owned of record by Donosti Investments Inc., a corporation
controlled by Desmond Cunningham.
(4) These securities are beneficially owned by various mutual funds and
client accounts managed by Mackenzie Financial Corporation. For
purposes of the reporting requirements of the Exchange Act, Mackenzie
Financial Corporation is deemed to be a beneficial owner of such
securities; however, Mackenzie Financial Corporation expressly
disclaims that it maintains beneficial ownership over these shares.
(5) Represents options (currently exercisable or exercisable within 60
days).
(6) Includes options (currently exercisable or exercisable within 60
days) on the following common shares:
M. Gerry Gainer 33,333
Donald M. Gleklen 3,750
Brian R. Hedges 58,333
Robert E. Keith 2,500
Judith M. Scott 41,667
(7) Includes options (currently exercisable or exercisable within 60
days) on 371,666 common shares.
(8) Percentage ownership is calculated based upon total shares
outstanding plus shares subject to options (currently exercisable or
exercisable within 60 days) held by the individual named or the
persons included in the relevant group.
(9) Amount beneficially owned represents less than one percent of the
total outstanding common shares.
</FN>
</TABLE>
Statements contained in the table as to securities beneficially owned
by directors, officers and certain shareholders or over which they exercise
control or direction are, in each instance, based upon information obtained
from such directors, executive officers and shareholders."
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to Form
10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
GANDALF TECHNOLOGIES INC.
By: THOMAS A. VASSILIADES
-------------------------------------------------------
(Thomas A. Vassiliades)
President and Chief Executive Officer
By: WALTER R. MACDONALD
-------------------------------------------------------
(Walter R. MacDonald)
Vice President of Finance
Principal Financial and Accounting Officer
Dated: September 6 , 1994
