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)