-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ac8pspbR5Q+JLw3ds5qp3Nq/H+6N2Kwkic5OjwZDZzIKZXrcgxxgK0rfReow5RGi haPg952r+3SiRds7Tralow== 0000355876-95-000014.txt : 19951121 0000355876-95-000014.hdr.sgml : 19951121 ACCESSION NUMBER: 0000355876-95-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951117 EFFECTIVENESS DATE: 19951206 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: 033-64375 FILM NUMBER: 95594565 BUSINESS ADDRESS: STREET 1: 130 COLONNADE RD S CITY: NEPEAN ONTARIO CANAD STATE: A6 BUSINESS PHONE: 6137236500 MAIL ADDRESS: STREET 1: 130 COLONNADE RD S CITY: NEPEAN ONTARIO CANAD STATE: A6 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) 800,000 US$7.91 US$6,328,000 US$2182.07 - ------------------------------------------------------------- 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 November 10, 1995. The contents of Registration Statement on Form S-8 (No. 33- 50017 and 33-55221 and 33-58691) 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 16th day of November, 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 November 16, 1995 - -------------------- Desmond Cunningham s/Alexander Curran Director November 16, 1995 - -------------------- Alexander Curran s/John Gamba Director November 16, 1995 - -------------------- John Gamba s/Charles J. Gardner Director November 16, 1995 - -------------------- Charles Gardner s/Donald M. Gleklen Director November 16, 1995 - -------------------- Donald M. Gleklen s/Robert E. Keith Director November 16, 1995 - -------------------- Robert E. Keith s/A. Graham Sadler Director November 16, 1995 - -------------------- A. Graham Sadler s/Albert Sinyor Director November 16, 1995 - -------------------- Albert Sinyor s/Thomas A. Vassiliades Chairman, President November 16, 1995 - -------------------- and Chief Executive Thomas A. Vassiliades Officer (Principal Executive Officer) and Authorized Representative in the United States s/Walter MacDonald Vice President Finance November 16, 1995 - -------------------- (Principal Financial Walter MacDonald and Accounting Officer) EX-5 2 November 16, 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 November 16, 1995 "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 800,000 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 800,000 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 Corporate Counsel EX-23 3 CONSENT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Gandalf Technologies Inc. We consent to the incorporation by reference in the registration statement (No. 000-12643) on Form S-8 of Gandalf Technologies Inc. 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 - ------------------------ KPMG Peat Marwick Thorne Ottawa, Canada November 16, 1995 -----END PRIVACY-ENHANCED MESSAGE-----