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