-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rb7n6amsZq29IJ+ln3uSP3iR+kyPYzvQuQVRc4URxHIyUpmNKxGRJ1syXQJn+xo5 vH49DCr+KnWlbGqp1aeZ5w== 0000355876-95-000003.txt : 19950419 0000355876-95-000003.hdr.sgml : 19950419 ACCESSION NUMBER: 0000355876-95-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950418 EFFECTIVENESS DATE: 19950507 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GANDALF TECHNOLOGIES INC CENTRAL INDEX KEY: 0000355876 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 132991700 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58691 FILM NUMBER: 95529409 BUSINESS ADDRESS: STREET 1: 130 COLONNADE RD S STREET 2: ZIP K2E 7M4 CITY: NEPEAN ONTARIO CANAD STATE: A6 BUSINESS PHONE: 6137236500 S-8 1 Registration Statement No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 ---------------------------- 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 EXECUTIVES AND DIRECTORS (Full title of Plan) 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 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) 296,960 US$3,468 US$1,029,857 US$355.12 - ------------------------------------------------------------- 1. Pursuant to Rule 457(h) of the Securities and Exchange Commission under the Securities Act of 1933, the amount of the registration fee was based on the average of the high and low prices of the Common Shares as reported by the NASDAQ NMS on April 7, 1995. The contents of Registration Statement on Form S-8 (No. 33- 50017 and 33-55221) filed by Gandalf Technologies Inc. with respect to the Stock Option Plan for Executives and Directors are hereby incorporated by reference. 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 23 day of March, 1995. 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 and March 23, 1995 - -------------------- Chairman Desmond Cunningham s/Alexander Curran Director March 23, 1995 - -------------------- Alexander Curran s/Charles J. Gardner Director March 23, 1995 - -------------------- Charles Gardner s/Donald M. Gleklen Director March 23, 1995 - -------------------- Donald M. Gleklen s/Robert E. Keith Director March 23, 1995 - -------------------- Robert E. Keith s/A. Graham Sadler Director March 23, 1995 - -------------------- A. Graham Sadler s/Thomas A. Vassiliades Director, President March 23, 1995 - -------------------- and Chief Executive Thomas A. Vassiliades Officer (Principal Executive Officer) s/Walter MacDonald Vice President Finance March 23, 1995 - -------------------- (Principal Financial and Accounting Officer) s/Thomas A. Vassiliades - -------------------- Authorized Representative March 23, 1995 Thomas A. Vassiliades in the United States EX-5 2 April 18, 1995 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 Executives and Directors (the "Plan") to be filed by the Company with the Securities and Exchange Commission on or about April 18, 1995 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 296,960 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 296,960 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 - -------------------- Diana C. Cianciusi, Esq. Corporate Counsel EX-23 3 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 296,960 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 - ------------------------ KPMP Peat Marwick Thorne Ottawa, Canada March 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----