-----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, CZYn1h8ORXbP5KaxpdQh/fwC2v1IiWl9bk870DsB+JXC470l3BafPNvnPvjHJIv0 c4vqPVjEUKEfQhmqti/wtQ== 0000355876-96-000012.txt : 19960422 0000355876-96-000012.hdr.sgml : 19960422 ACCESSION NUMBER: 0000355876-96-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960419 EFFECTIVENESS DATE: 19960508 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: 333-02677 FILM NUMBER: 96548912 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. 333- 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 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 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. 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. 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 - -------------------- Desmond Cunningham s/Alexander Curran Director April 19, 1996 - -------------------- Alexander Curran s/John Gamba Director April 19, 1996 - -------------------- John Gamba s/Charles J. Gardner Director April 19, 1996 - -------------------- Charles Gardner s/Donald M. Gleklen Director April 19, 1996 - -------------------- Donald M. Gleklen s/Robert E. Keith Director April 19, 1996 - -------------------- Robert E. Keith s/A. Graham Sadler Director April 19, 1996 - -------------------- A. Graham Sadler s/Albert Sinyor Director April 19, 1996 - -------------------- 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) EX-5 2 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 - -------------------- 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 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 - ------------------------ KPMG Peat Marwick Thorne Ottawa, Canada April 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----