Registration Statement No. 333-
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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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)
Stock Option Plan for Key Employees and Directors
(Formerly Stock Option Plan for Executives and Directors)
(Full title of Plan)
THOMAS A. VASSILIADES
Gandalf Technologies Inc.
130 Colonnade Road South
Nepean, Ontario
Canada K2E 7M4
(613) 274-6500
(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
<PAGE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price per Offering
Share Price
- -------------------------------------------------------------
Common
Shares
(no par
value) 2,200,574 US$14.8125 US$32,596,002 US$11,240.00
- -------------------------------------------------------------
1.
Pursuant to Rule 457(h) of the Securities and Exchange
Commission under the Securities Act of 1933, the amounts of
the registration fee and the proposed maximun aggregate
offering price were based on the average of the high and low
prices of the Common Shares as reported by the NASDAQ NMS on
April 15, 1996.
<PAGE>
The contents of Registration Statements on Form S-8
(Nos.033-50017 and 033-55221 and 033-58691 and 033-64375)
filed by Gandalf Technologies Inc. with respect to the Stock
Option Plan for Key Employees and Directors, (formerly the Stock
Option Plan for Executives and Directors)are hereby incorporated
by reference.
<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 19th of April, 1996.
GANDALF TECHNOLOGIES INC.
By: s/Thomas A. Vassiliades
-----------------------
Thomas A. Vassiliades
President
POWER OF ATTORNEY
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. 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 substitution, to file one or more amendments
(including post-effective amendments) to this Registration
Statement, which amendments may make such changes in 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 such amendments to this 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.
Signatures Title Date
s/Desmond Cunningham Director April 19, 1996
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Desmond Cunningham
s/Alexander Curran Director April 19, 1996
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Alexander Curran
s/John Gamba Director April 19, 1996
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John Gamba
s/Charles J. Gardner Director April 19, 1996
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Charles Gardner
s/Donald M. Gleklen Director April 19, 1996
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Donald M. Gleklen
s/Robert E. Keith Director April 19, 1996
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Robert E. Keith
s/A. Graham Sadler Director April 19, 1996
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A. Graham Sadler
s/Albert Sinyor Director April 19, 1996
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Albert Sinyor
s/Thomas A. Vassiliades Chairman, President April 19, 1996
- -------------------- and Chief Executive
Thomas A. Vassiliades Officer (Principal
Executive Officer) and
Authorized Representative
in the United States
s/Walter MacDonald Vice President Finance April 19, 1996
- -------------------- (Principal Financial
Walter MacDonald and Accounting Officer)
April 19, 1996
GANDALF TECHNOLOGIES INC.
130 Colonnade Road South
Nepean, Ontario
Canada K2E 7M4
Dear Sirs:
Re: Registration Statement on Form S-8 of
Gandalf Technologies Inc. (the "Company")
I have examined the Registration Statement on Form S-8,
relating to the Stock Option Plan for Key Employees and
Directors, (formerly the Stock Option Plan for Executives
and Directors)( the "Plan") to be filed by the Company with the
Securities and Exchange Commission on or about April 19, 1996
"Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of 2,200,574
Common Shares of the Company. I 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 I deemed relevant, I am of the opinion
that up to 2,200,574 Common Shares, without nominal or par
value, of the Company to which the above-mentioned
Registration Statement relates, and which may be issued by the
Company, are duly authorized and, when issued by the Company
in accordance with the terms of the Plan, will be legally
issued, fully paid and non-assessable.
I 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/Diana C. Cianciusi
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Diana C. Cianciusi
Corporate Counsel
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Gandalf Technologies Inc.
We consent to the incorporation by reference in the
registration statement on Form S-8 of Gandalf Technologies Inc.
for the registration of 2,200,574 common shares with repect
to the Stock Option Plan for Key Employess and Directors
(formerly the Stock Option Plans for Executives and
Directors) of our report dated May 26, 1995, relating to
the consolidated balance sheets of Gandalf Technologies Inc.
as at March 31, 1995 and 1994, and the related consolidated
statements of income, changes in financial position and
shareholders' equity for each of the years in the three year period
ended March 31, 1995, and related schedule, which report appears
in the March 31, 1995 Annual Report on Form 10-K of
Gandalf Technologies Inc.
S/KPMG Peat Marwick Thorne
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KPMG Peat Marwick Thorne
Ottawa, Canada
April 19, 1996
