1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2001
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DELANO TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
ONTARIO 98-0206122
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
302 TOWN CENTRE BOULEVARD
MARKHAM, ONTARIO, CANADA
L3R 0E8
(Address of Principal Executive Offices)
--------------------
DIGITAL ARCHAEOLOGY CORPORATION 1996 STOCK OPTION PLAN
DIGITAL ARCHAEOLOGY CORPORATION 1998 STOCK OPTION PLAN
(Full Title of the Plan)
--------------------
CT CORPORATION SYSTEM
111 EIGHTH AVENUE
NEW YORK, NY 10011
(Name and Address of Agent For Service)
(212) 894-8940
(Telephone Number, Including Area Code, of Agent For Service)
--------------------
Copies to:
F. GEORGE DAVITT, ESQ.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
================================================================================
2
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE(2)
---------------- ------------- --------- -------------- -------------------
COMMON SHARES NO PAR 15,900 shares $1.89 $30,051 --
VALUE, TO BE ISSUED 214,915 shares $1.45 $311,626.75
UNDER THE DIGITAL
ARCHAEOLOGY CORPORATION
1996 STOCK OPTION PLAN
COMMON SHARES NO PAR 13,131 shares $ .02 $262.62 --
VALUE, TO BE ISSUED 991,536 shares $1.45 $1,437,727.20
UNDER THE DIGITAL
ARCHAEOLOGY CORPORATION
1998 STOCK OPTION PLAN
TOTAL: 1,235,482 shares -- $1,779,667.57 $444.92
=====================================================================================================================
(1) This Registration Statement shall also cover any additional common shares
which become issuable upon exercise of options granted under either the
Digital Archaeology Corporation 1996 Stock Option Plan or the Digital
Archeology Corporation 1998 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding common shares of Delano Technology
Corporation.
(2) Pursuant to Rule 457(h), the aggregate offering price and the fee have been
computed upon the basis of the price at which the options may be exercised.
3
This Registration Statement registers additional securities of the same
class as other securities for which a Registration Statement on Form S-8 (No.
333-38602) relating to Delano Technology Corporation Stock Option Plan and a
Registration Statement on Form S-8 (No. 333-38726) relating to Delano Technology
Corporation Employee Stock Purchase Plan are effective. Pursuant to General
Instruction E of Form S-8, the contents of the above-listed Registration
Statements are hereby incorporated by reference.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
- ----------- ----------------------
3.1 Articles of Incorporation of the Registrant (filed as Exhibits 3.1 to the Company's
Registration Statement on Form F-1 (No. 333-94505) and incorporated herein by
reference)
3.2 Articles of Amalgamation of the Registrant (filed as Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 and incorporated
herein by reference)
3.3 Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2000 and incorporated herein
by reference)
4.3 Digital Archaeology Corporation - 1996 Stock Option Plan (filed herewith)
4.4 Digital Archaeology Corporation - 1998 Stock Option Plan (filed herewith)
5 Opinion of Blake, Cassels & Graydon LLP (filed herewith)
23.1 Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5)
23.2 Consent of KPMG LLP (filed herewith)
24 Power of Attorney (included as part of the signature page of this Registration
Statement)
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Markham, in the Province of Ontario, Canada on this
28th day of March, 2001.
DELANO TECHNOLOGY CORPORATION
By: /s/ John Foresi
------------------------------------------
John Foresi
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Delano Technology
Corporation, hereby severally constitute and appoint John Foresi and Thomas
Hearne, and each of them singly, our true and lawful attorneys, with full power
to them and each of them singly, to sign for us in our names in the capacities
indicated below, any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all things in our names and on our
behalf in our capacities as officers and directors to enable Delano Technology
Corporation, to comply with the provisions of the Securities Act of 1933, as
amended, hereby ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said Registration Statement and all
amendments thereto.
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 date indicated.
SIGNATURE TITLE DATE
/s/ John Foresi President and Chief Executive Officer March 28, 2001
- ------------------------------- (Principal Executive Officer)
John Foresi
/s/ Thomas Hearne Chief Financial Officer March 28, 2001
- ------------------------------- (Principal Financial and Accounting Officer)
Thomas Hearne
/s/ Dennis Bennie Chairman of the Board of Directors March 28, 2001
- -------------------------------
Dennis Bennie
/s/ Albert Amato Director March 28, 2001
- -------------------------------
Albert Amato
/s/ J. Ian Giffen Director March 28, 2001
- -------------------------------
J. Ian Giffen
/s/ Bahman Kooestoni Director March 28, 2001
- -------------------------------
Bahman Kooestoni
5
/s/ Donald Woodley Director March 28, 2001
- -------------------------------
Donald Woodley
/s/ Al Delorenzi Director March 28, 2001
- -------------------------------
Al Delorenzi
6
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies that it is the duly authorized United States representative of Delano
Technology Corporation and has duly caused this Registration Statement to be
signed on behalf of it by the undersigned, thereunto duly authorized, in the
City of Markham, Province of Ontario, Canada, on March 28, 2001
DELANO TECHNOLOGY CORPORATION
(Authorized U.S. Representative)
By: /s/ Thomas Hearne
------------------------------------------
Thomas Hearne
Chief Financial Officer and Secretary
7
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
3.1 Articles of Incorporation of the Registrant (filed as Exhibits 3.1 to the Company's
Registration Statement on Form F-1 (No. 333-94505) and incorporated herein by
reference)
3.2 Articles of Amalgamation of the Registrant (filed as Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 and incorporated
herein by reference)
3.3 Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2000 and incorporated herein
by reference)
4.3 Digital Archaeology Corporation - 1996 Stock Option Plan (filed herewith)
4.4 Digital Archaeology Corporation - 1998 Stock Option Plan (filed herewith)
5 Opinion of Blake, Cassels & Graydon LLP (filed herewith)
23.1 Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5)
23.2 Consent of KPMG LLP (filed herewith)
24 Power of Attorney (included as part of the signature page of this Registration
Statement)