Gandalf Technologies Inc – ‘8-K’ for 8/8/97

As of:  Friday, 8/8/97   ·   For:  8/8/97   ·   Accession #:  355876-97-12   ·   File #:  0-12643

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Cover Letter                                           6     22K 

Document Table of Contents

8-K
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Gandalf Technologies Inc.                                                       
130 Colonnade Road South                                                        
Nepean, Ontario                                                                 
K2E 7M4                                                                         

August 8, 1997                                                                  

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C.                                                                
USA  20549                                                                      

Dear Sir or Madam:                                                              

Re:    Gandalf Technologies Inc. - Current Report on Form 8-K                   
Commission File No. 0-12643                                       

Transmitted  herewith in electronic  format for filing with the  Securities  and
Exchange Commission is the Current Report on Form 8-K.                          

If you have any comments or  questions  with  respect to the  foregoing,  please
contact the undersigned at (613) 274-6563.  Please  acknowledge  receipt of this
letter and validation of documents by means of CompuServe to:                   

User ID#   72741,124                                    
CIK        0000355876                                   

Yours truly,                                                                    

s/DIANA CIANCIUSI                                                               
D. Cianciusi                                                                    
Corporate Secretary                                                             
and Legal Counsel                                                               

8-K
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SECURITIES AND EXCHANGE COMMISSION                                              

Washington, D.C.   20549                                                        
FORM 8-K                                                                        

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)                                 
OF THE SECURITIES EXCHANGE ACT OF 1934                                          

Date of  Report (date of earliest event reported)  July 25, 1997                

Gandalf Technologies Inc.                                                       
(Exact name of registrant as specified in its charter)                          

Ontario, Canada                          0-12643                                
(State or other jurisdiction)     (Commission File Number)                      

(I.R.S. Employer Identification No.)                                            

130 Colonnade Road South, Nepean, Ontario    K2E 7M4                            
(Address of principal executive office)     (Zip Code)                          

Registrant's telephone number, including area code (613) 274-6500               

(Former name, former address and former fiscal year, if changed since last      
report)                                                                         

FORM 8-K      Gandalf Technologies Inc.                                         

Item 2.  Disposition of Assets                                                  

Gandalf  Technologies Inc. (the "Company")  announced on August 8, 1997 the sale
to  Mitel  Corporation  ("Mitel")  of the  assets  of the  Company's  technology
business.  The  transaction  was  completed on August 7, 1997 through a receiver
appointed  pursuant an order of the Ontario Court (General  Division) at Ottawa,
Ontario  (Court File No.  97-CU-2522)  for that part of the  business and assets
being the subject of the sale.  The assets  purchased by Mitel consist of all of
the product  business ("the  Business") of the Company,  including  intellectual
properties,  the goodwill of the Business  including the exclusive right to use,
world-wide,  the name,  tradename,  and mark "Gandalf" or any variation thereof,
certain  inventories and certain accounts  receivable (the  "Receivables").  The
aggregate purchase price was US$14.9 million,  plus 50% of the Receivables as of
the closing of the  transaction,  and 50% of amounts  realized by the  purchaser
from the Receivables in excess of the amount paid on closing. The purchase price
was determined through negotiations  between the parties.  This transaction does
not include the Company's services business.                                    

Item 3.  Bankruptcy or Receivership                                             

On July 25, 1997, the Company and its subsidiary  Gandalf Canada Ltd. (GCL) were
granted an order pursuant to the Companies' Creditors Arrangement Act ("CCAA")  
by the  Ontario  Court  (General  Division)  at  Ottawa,  Ontario ( Court       
File No. 97-CU-2522).  The order grants to the Company and GCL, a stay of       
proceedings and relief from its creditors,  until October 31, 1997. During      
this time the Company will continue to operate as a debtor in possession.  The  
Company's  management and Board of Directors  remain in control of day to day   
operations and business decisions,  subject to the supervision of the court     
appointed monitor,  Deloitte & Touche Inc. Pursuant to the terms of the order,  
the Company has until August 31, 1997 to file with the court a plan of          
reorganization.  To date, no such plan has been filed.                          

Item 7.   Financial Statements and Exhibits                                     

(c)   Exhibits                                                                  

99.1                                                                            
- Press  Release  of GTI dated July 25, 1997                
- Press  Release of GTI dated July 31, 1997                 
- Press  Release of GTI dated August 1, 1997                
- Press  Release of GTI dated August 8, 1997                

SIGNATURES                                                                      

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.                                                      

August 8, 1997                                                                  

Gandalf Technologies Inc.                                                       

By: s/RICHARD D. BUSTO                                                          
---------------------                                                           
(Richard D. Busto)                                                              
President                                                                       

8-K
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          GANDALF FILES APPLICATION UNDER THE COMPANIES' CREDITORS
ARRANGEMENT ACT ("CCAA")

Reduces North American Workforce

NEPEAN,  Ontario July 25, 1997 Gandalf  Technologies  Inc.  (GTI) reported today
that GTI and its  subsidiary,  Gandalf  Canada Ltd.  (GCL),  have applied to the
Ontario courts for an order granting  protection  from their creditors under the
Companies' Creditors Arrangement Act (CCAA). The order, which was granted today,
has the effect of a stay of  proceedings  which suspends the claims of creditors
and other  parties  until  after  October  31st,  1997.  The purpose is to grant
Gandalf  sufficient  time  to  restructure  and  reorganize  its  affairs.  This
restructuring is intended to enable continued  operations on a more economically
viable  basis to allow the  opportunity  for the company to continue  seeking an
investor  or a  partner  to  acquire  all or part of  Gandalf.  The  company  is
currently  assessing  its options  with respect to Gandalf  Systems  Corporation
(GSC) in the US,  Gandalf  Digital  Communications  Limited  (GDCL) and  Gandalf
International  Ltd. (GIL) in the UK, Gandalf Nederland BV in the Netherlands and
Gandalf SA in France.                                                           

In order to facilitate continued operations and restructuring, an interim credit
facility has been established between the company and the Royal Bank of Canada. 

As part of the  restructuring,  the company today reduced its workforce in North
America by approximately 180 employees.  This reduction will help achieve a more
streamlined and cost efficient operation, while allowing the company to continue
to provide  critical  services  and  support,  as well as ship new  products  to
customers.                                                                      

The company also announced the  appointment of Rod Yaehne,  as Vice President of
Engineering  and Chief  Technology  Officer,  replacing  Mick  Chawner,  who has
resigned from this position. Mr. Chawner remains on GTI's Board of Directors.   

8-K
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            GANDALF CLARIFIES STATUS UNDER COMPANIES' CREDITORS  ARRANGEMENT
ACT ("CCAA")

NEPEAN,  Ontario - - July 31,  1997 - - In  response  to recent  press and media
coverage,  and by way of information to its stakeholders,  Gandalf  Technologies
Inc. (GTI) is providing this clarification.                                     

Gandalf  Technologies Inc.  reported on Friday,  July 25, 1997, that GTI and its
subsidiary,  Gandalf  Canada  Ltd.,  was granted an order  under the  Companies'
Creditors Arrangement Act ("CCAA"). The order grants a stay of proceedings until
after October 31, 1997.  During this time period,  the  management  and Board of
Directors of the company remain in control of both day to day operations and all
business decisions. The company continues to supply products, as well as provide
services and support, to both existing and new customers.                       

Gandalf management and the Board continue to work collaboratively with the Royal
Bank of Canada  (RBC),  as well as a monitor  from  Deloitte & Touche  Inc. As a
result of confidentiality  agreements that are in place, neither Gandalf nor the
Royal Bank is in a position to comment on on-going  discussions,  as part of the
restructuring  process.  While Gandalf has been in discussions  with  interested
parties, it has not received a firm and binding offer for the company; therefore
neither  Gandalf nor the Royal Bank has been in the position to accept or reject
any binding offer.  The Royal Bank continues to be supportive of Gandalf and the
company's business decisions.                                                   

8-K
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GANDALF ANNOUNCES ADDITIONAL RESTRUCTURING EFFORTS  

NEPEAN, Ontario August 1, 1997 Gandalf Technologies Inc. announced today that in
collaboration  with the Royal  Bank of  Canada,  the  company  has agreed to the
appointment of an administrative receiver for its UK subsidiary, Gandalf Digital
Communications Ltd.                                                             

The actions are taken to further the company's  restructuring  activities  under
the Companies' Creditors Arrangement Act, and will assist Gandalf in its efforts
to streamline its worldwide operations.                                         

8-K
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MITEL ACQUIRES GANDALF'S TECHNOLOGY BUSINESS        

NEPEAN,  Ontario, August 8, 1997 Mitel Corporation and Gandalf Technologies Inc.
announced  today that they have reached an agreement in which Mitel will acquire
the assets of Gandalf's technology  businesses,  in particular the remote access
business, for $14.9 US million cash.                                            

The acquired  assets include  Gandalf's  leading edge remote access products and
technology,  which facilitate high volume data and voice communications  between
the corporate office, local branches,  teleworkers and agents in the field in an
extremely  cost-effective manner. These products are currently sold worldwide as
the  XpressStack(TM),  Xpressway(TM),  XpressConnect(TM)  and  LANline  lines of
remote access devices. The technology  acquisition also includes Gandalf's other
product inventory. This agreement does not include Gandalf's services business. 

With this  transaction,  Mitel will  operate the  business as a  Gandalf-branded
division of Mitel and will employ a number of current Gandalf  employees in R&D,
sales & marketing, manufacturing and administrative support functions.          

Dr. John B. Millard,  Mitel's  President and C.E.O.,  said: "The  acquisition of
Gandalf's  remote access  business and technology is an excellent  complement to
our other initiatives in bringing telecommunications and computers together, and
fits  nicely  with our  recent  purchase  of the UK  assets  of  Global  Village
Communications which occurred in January of 1997."                              

"Mitel's  acquisition of Gandalf's  technology business is very exciting for the
market,"  added  Richard  Busto,  President and C.E.O.  for Gandalf.  "Gandalf's
strength   in  remote   access,   combined   with   Mitel's   position   in  the
telecommunications industry, brings powerful end-to-end solutions for networking
customers.  Gandalf's customers will continue to realize the benefits of Gandalf
products in the future  through Mitel,  while  continuing to receive the highest
level of support  from our  existing  services  business."                      

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		10/31/97		2		4			None on these Dates
		8/31/97		2
Filed on / For Period End:		8/8/97		1		6
		8/7/97		2
		8/1/97		2		5
		7/31/97		2		4
		7/25/97		2		4
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