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)