SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
Commission File Number: 0-12643
_________________________
GANDALF TECHNOLOGIES INC.
(Exact name of issuer 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)
1993 EMPLOYEE STOCK PURCHASE PLAN
STOCK OPTION PLAN FOR
EXECUTIVES AND DIRECTORS
(Full title of Plans)
THOMAS A. VASSILIADES
Gandalf Technologies Inc.
130 Colonnade Road South
Nepean, Ontario
Canada K2E 7M4
(613) 723-6500
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
ALBERT F. LILLEY, ESQ.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered price per Offering
share* Price
Common
Shares 160,000 US $3.199 US $511,856 US $176.502
(No par
value) 285,000 US $1.342 US $382,470 US $131.886
125,000 US $1.080 US $135,000 US $ 46.551
300,000 US $0.907 US $272,100 US $ 93.827
10,000 US $0.631 US $ 6,310 US $ 2.176
674,000 US $0.648 US $436,752 US $150.604
281,000 US $0.90 US $252,900 US $ 87.207
_______ _________
US
TOTAL 1,538,000 US $688.75
_________________________
* Pursuant to rule 457(h) of the Commission under the
Securities Act of 1933, the amount of registratin fee was
based on the exercise price for the options already granted,
and on the average of high and low prices as reported on the
NASDAQ National Market System on August 22,for the remaining shares.
<PAGE>
This Registration Statement registers (1) an additional 100,000
Common Shares with respect to the 1993 Employee Stock Purchase Plan (for a
total registered amount of 200,000 Common Shares with respect to such Stock
Purchase Plan) and (2) an additional 1,438,000 Common Shares with respect
to the Stock Option Plan for Executives and Directors (for a total
registered amount of 2,038,000 Common Shares with respect to such Stock
Option Plan).
The Form S-8 Registration Statement (No. 33-50017) under the
Securities Act of 1933, as amended, of Gandalf Technologies Inc. with
respect to the 1993 Employee Stock Purchase Plan and the Stock Option Plan
for Executives and Directors is incorporated by reference in this
Amendment.
Exhibits
5. Opinion of Goldberg, Shinder, Gardner & Kronick as to the
legality of the Common Shares being registered and to be
issued by the Company.
23.1 Consent of Peat Marwick Thorne.
23.2 The consent of Goldberg, Shinder, Gardner & Kronick is
contained in their opinion filed as Exhibit 5 of this
Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Nepean, Province of Ontario,
Canada on this 11th day of August, 1994.
GANDALF TECHNOLOGIES INC.
By: s/THOMAS A. VASSILIADES
______________________
Thomas A. Vassiliades
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act 1933, this
Registration Statement has been signed by the following persons in the
capacity and on the dates indicated. Each person whose signature appears
below hereby constitutes and appoints Thomas A. Vassiliades and Walter R.
MacDonald, jointly and severally, his attorney-in-fact, each with full
power of substation, to file one or more amendments (including post-
effective amendments) to this Registration Statement as such attorney-in-
fact deems appropriate, and to execute in the name and on behalf of each
such person, individually and in each capacity stated below, any amendments
to the Registration Statement. Each person whose signature appears below
hereby ratifies and confirms all that each of the said attorneys-in-fact,
or such person's substitute or substitutes, may do or cause to be done by
virtue hereof.
Signature Title Date
s/DESMOND CUNNINGHAM August 11
_____________________
Desmond Cunningham Director and Chairman _________, 1994
s/ALEXANDER CURRAN August 11
_____________________
Alexander Curran Director _________, 1994
s/CHARLES J. GARDNER August 11
____________________
Charles J. Gardner, Q.C. Director _________, 1994
s/DONALD M. GLEKLEN August 11
_____________________
Donald M. Gleklen Director _________, 1994
<PAGE>
s/ROBERT E. KEITH August 11
_____________________
Robert E. Keith Director _________, 1994
s/A.GRAHAM SADLER August 11
_____________________ __________, 1994
A.Graham Sadler Director
s/WALTER R. MACDONALD August 11
_____________________
Walter R. MacDonald Vice President, Finance _________, 1994
(Principal Finance
and Accounting Officer)
s/THOMAS A. VASSILIADES August 11
_____________________
Thomas A. Vassiliades Director, President, _________, 1994
and Chief Executive
Officer (Principal
Executive Officer)
and Authorized
Representative in
the United States
<PAGE>
August 22, 1994
Gandalf Technologies Inc.
130 Colonnade Road South
Nepean, Ontario
K2E 7M4
Dear Sirs:
RE: Registration Statement on Form S-8
of Gandalf Technologies Inc. (the "Company")
____________________________________________
We have examined the Registration Statement on Form S-8, relating
to the 1993 Employee Stock Purchase Plan and the Stock Option Plan for
Executives and Directors (the "Plans") to be filed by the Company with the
Securities and Exchange Commission on or about August 22, 1994 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an additional 1,538,000 Common
Shares of the Company (for a total number of 2,238,000 registered Common
Shares with respect to such Plans). We have examined such corporate
records, agreements and other instruments and documents as I have deemed
necessary as a basis for the opinion hereinafter expressed.
Based upon the foregoing and having regard to legal
considerations which we deemed relevant, we are of the opinion that up to
2,238,000 Common Shares, without nominal or par value, of the Company to
which the above-mentioned Registration Statement (and a prior registration
statement) relates, and which will be issued by the Company, are duly
authorized and, when issued by the Company in accordance with the terms of
the Plans, will be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my name wherever
appearing in the Registration Statement and any amendment thereto, and the
Prospectus relating thereto.
Yours very truly,
S/CHARLES J. GARDNER
Goldberg, Shinder, Gardner & Kronick
<PAGE>
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Gandalf Technologies Inc. on Form S-8 and related prospectuses
for the registration of an additional 1,538,000 of its Common Shares of our
report dated May 27, 1994, with respect to the consolidated financial
statements of Gandalf Technologies Inc. which are included in its Annual
Report on Form 10-K for the year ended March 31, 1994.
s/KPMG PEAT MARWICK THORNE
___________________________
KPMG PEAT MARWICK THORNE
Ottawa, Canada
August 23, 1994
