Ontario,
Canada
(State
or other jurisdiction
of
incorporation or organization)
|
Not
Applicable
(I.R.S.
Employer
Identification
No.)
|
CALCULATION
OF REGISTRATION FEE
|
||||
Title
of each class of
securities
to be
registered
|
Amount
to
be
registered
|
Proposed
maximum
aggregate
price
per
unit (1)
|
Proposed
maximum
aggregate
offering
price
(1)
|
Amount
of
registration
fee
|
Common
shares without par value
|
2,792,334
|
$1.00
|
$2,792,334
|
$299
|
Common
shares without par value issuable upon exercise of
warrants
|
6,484,688
|
$1.00
|
$6,484,688
|
$695
|
(1)
|
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) promulgated under the Securities Act of 1933, as amended,
based on the average of the high and low sales prices of the registrant’s
common shares on the Over-the-Counter Bulletin Board on May 16,
2006.
|
page
|
|
About
This Prospectus
|
1
|
Prospectus
Summary
|
1
|
Risk
Factors
|
3
|
Forward
Looking Statements
|
11
|
Presentation
of Financial Information
|
11
|
Incorporation
by Reference
|
12
|
Where
You Can Find More Information
|
12
|
Enforceability
of Civil Liabilities
|
12
|
Use
of Proceeds
|
13
|
Determination
of Offering Price
|
13
|
Capitalization
and Indebtedness
|
14
|
Price
History
|
14
|
Share
Capital
|
15
|
Selling
Shareholders
|
19
|
Plan
of Distribution
|
23
|
Recent
Developments
|
24
|
Offering
Expenses
|
25
|
Financial
Statements
|
25
|
Experts
|
25
|
Legal
Matters
|
26
|
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
26
|
1)
|
We
will continue our internal research and development, seeking to form
partnerships with industrial entities at the appropriate stages,
to be
determined by us based on progress in research and development and
intellectual property protection.
|
2)
|
We
will seek to co-develop our memory technology for an application
in a
specific field of use. An example of this would be a partnership
between
us and an RFID tag manufacture in which we would, upon completing
a
developed memory array, co-develop a proprietary memory-RFID unit.
This
new unit could be sold for use in a specific area of the RFID market,
such
as automotive diagnostics.
|
3)
|
We
would seek multiple opportunities to commercialize our technology
through
partnering with a variety of industrial entities and attacking various
market applications within the RFID
industry.
|
4)
|
Concurrent
with our partnering strategy, we plan to continue ongoing research
and
development efforts with initiatives addressing topics such as cost
and
higher density memory systems.
|
·
|
the
ability of manufacturers to incorporate the technology into existing
manufacturing capabilities without significant retooling and material
costs;
|
·
|
price
competitiveness; and
|
·
|
the
availability and costs of raw
materials.
|
·
|
an
acquisition of our common shares if the acquisition were made in
connection with the person’s business as a trader or dealer in securities;
|
·
|
an
acquisition of control of Micromem in connection with the realization
of a
security interest granted for a loan or other financial assistance
and not
for any purpose related to the provisions of the Investment Act;
and
|
·
|
an
acquisition of control of Micromem by reason of an amalgamation,
merger,
consolidation or corporate reorganization, following which the ultimate
direct or indirect control of Micromem, through the ownership of
voting
interests, remains unchanged. Under U.S. law, except in limited
circumstances, restrictions generally are not imposed on the ability
of
non-residents to hold a controlling interest in a U.S.
corporation.
|
(i)
|
our
Annual Report on Form 20-F for the fiscal year ended October 31,
2005, filed with the SEC on February 28, 2006;
and
|
(ii)
|
our
Report on Form 6-K dated March 1, 2006 (filed with the SEC on March
2, 2006), our Report on Form 6-K dated March 2, 2006 (filed with
the SEC
on March 2, 2006), our Report on Form 6-K dated March 7, 2006 (filed
with
the SEC on March 7, 2006) ), our Report on Form 6-K dated March 30,
2006
(filed with the SEC on March 30, 2006), our Report on Form 6-K dated
March
31, 2006 (filed with the SEC on April 3, 2006), our Report on Form
6-K
dated April 3, 2006 (filed with the SEC on April 3, 2006), and our
Report
on Form 6-K dated April 27, 2006 (filed with the SEC on April 27,
2006).
|
SHARE
CAPITAL
|
Number
of shares
|
|
US$
|
|
|
|
|
|
|
Authorized
|
||||
Preference
Shares
|
2,000,000
special preference shares, redeemable, voting
|
|
|
|
Common
Shares
|
Unlimited
number of common shares without par value
|
|
|
|
Issued
and Outstanding
|
|
|||
|
|
|
||
Preference
Shares
|
Nil
|
|||
Common
shares
|
66,469,449
|
|
|
|
SHAREHOLDERS’
EQUITY
|
|
|
|
|
Common
Shares
|
|
34,830,087
|
||
Contributed
surplus
|
20,283,898
|
|||
Deficit
|
(
55,454,512)
|
|||
Total
Capitalization
|
(340,527)
|
US$
High
|
US$
Low
|
||||||
Fiscal
Year Ended
|
|||||||
October
31, 2001
|
5.28
|
1.28
|
|||||
October
31, 2002
|
1.77
|
0.05
|
|||||
October
31, 2003
|
0.31
|
0.05
|
|||||
October
31, 2004
|
1.17
|
0.15
|
|||||
October
31, 2005
|
0.90
|
0.65
|
|||||
Fiscal
Year Ended October 31, 2004
|
|||||||
First
Quarter
|
0.56
|
0.15
|
|||||
Second
Quarter
|
0.39
|
0.22
|
|||||
Third
Quarter
|
1.17
|
0.21
|
|||||
Fourth
Quarter
|
0.99
|
0.54
|
|||||
Fiscal
Year Ended October 31, 2005
|
|||||||
First
Quarter
|
1.129
|
0.60
|
|||||
Second
Quarter
|
1.01
|
0.66
|
|||||
Third
Quarter
|
0.85
|
0.55
|
|||||
Fourth
Quarter
|
0.80
|
0.55
|
|||||
Fiscal
Year Ended October 31, 2006
|
|||||||
First
Quarter
|
0.72
|
0.47
|
|||||
Second
Quarter
|
1.20
|
0.44
|
|||||
Third
Quarter (through May 16, 2006)
|
1.06
|
0.95
|
|||||
November
2005
|
0.71
|
0.55
|
|||||
December
2005
|
0.69
|
0.47
|
|||||
January
2006
|
0.72
|
0.58
|
|||||
February
2006
|
0.70
|
0.57
|
|||||
March
2006
|
0.60
|
0.44
|
|||||
April
2006
|
1.20
|
0.43
|
Beneficially
Owned Before
|
Beneficially
Owned After
|
||||||||||||
Offering
|
Offering
|
||||||||||||
Selling
Shareholder
|
Number(1)
|
Number
to be Sold(2)
|
Number
|
Percent*
|
|||||||||
Eliza
Ayzenberg (3)
|
21,000
|
|
|
21,000
|
|
|
0
|
|
|
0
|
|
||
10
Torresdale Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Toronto
ON M2R 3V8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis
Bleifuss (4)
|
|
|
21,000
|
|
|
21,000
|
|
|
0
|
|
|
0
|
|
75
Emmett
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Toronto,
ON M6M 5A7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pamela
Calabrese (5)
|
|
|
100,000
|
|
|
85,000
|
|
|
15,000
|
|
|
**
|
|
c/o
Corinthian Holdings LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
East 53rd Street, 22nd Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 100022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
Calabrese (6)
|
|
|
350,000
|
|
|
200,000
|
|
|
150,000
|
|
|
**
|
|
c/o
Corinthian Holdings LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
East 53rd Street, 22nd Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 100022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
Cushman (7)
|
|
|
380,000
|
|
|
300,000
|
|
|
80,000
|
|
|
**
|
|
2901
Fifth Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
San
Diego, CA 92103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
M. Egeland (8)
|
|
|
180,000
|
|
|
150,000
|
|
|
30,000
|
|
|
**
|
|
8633
Harrison Circle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bloomington,
MN 55437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
B. Kase MD (9)
|
|
|
150,000
|
|
|
150,000
|
|
|
0
|
|
|
0
|
|
75
South Broadway, Ste 350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
White
Plains, New York 10601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OCRA
Holding
|
|
|
3,000,000
|
|
|
3,000,000
|
|
|
0
|
|
|
0
|
|
Corporation
(10)
|
|||||||||||||
P.O.
Box 5794
|
|||||||||||||
Corso
Elvezia 4
|
|||||||||||||
6901
Lugano, Switzerland
|
Oliver
Nepomuceno (11)
|
|
|
1,700,000
|
|
|
900,000
|
|
|
800,000
|
|
|
1.2%
|
|
Via
Quadrela 10-a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6944
Cureglia Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
and Nana Sullivan
|
|
|
900,000
|
|
|
300,000
|
|
|
600,000
|
|
|
**
|
|
Family
Trust dtd 12/30/97 (12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5920
Chambery Circle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reno,
Nevada 89511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
L. Thorrez (13)
|
|
|
515,001
|
|
|
500,001
|
|
|
15,000
|
|
|
**
|
|
5000
W. Michigan Ave.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jackson,
MI 49201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VBS,
Partnership (14)
|
|
|
200,000
|
|
|
150,000
|
|
|
50,000
|
|
|
**
|
|
Attn:
Peter Ver Halen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445
Tigertail Road
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Los
Angeles, CA 90049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott
A. Ziegler (15)
|
|
|
2,278,050
|
|
|
1,500,000
|
|
|
778,050
|
|
|
1.2%
|
|
c/o
Ziegler, Ziegler & Assoc. LLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570
Lexington Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 10022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ziegler
& Ziegler Profit
|
|
|
275,001
|
|
|
275,001
|
|
|
0
|
|
|
0
|
|
Sharing
Plan (16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c/o
Ziegler, Ziegler & Assoc. LLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570
Lexington Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 10022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corinthian
Holdings LLC (17)
|
|
|
150,000
|
|
|
150,000
|
|
|
0
|
|
|
0
|
|
10
East 53rd Street, 22nd Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 100022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mitchell
Manoff (18)
|
|
|
75,000
|
|
|
75,000
|
|
|
0
|
|
|
0
|
|
c/o
Corinthian Holdings LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
East 53rd Street, 22nd Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 100022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George
Boychuk (19)
|
|
|
50,020
|
|
|
50,020
|
|
|
0
|
|
|
0
|
|
c/o
Ziegler, Ziegler & Assoc. LLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570
Lexington Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New
York, New York 10022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mafor
Corporation (20)
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|
0
|
|
|
0
|
|
Corso
Elvezia 4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6901
Lugano, Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
Brandt (21)
|
|
|
100,000
|
|
|
100,000
|
|
|
0
|
|
|
0
|
|
777
Bay Street, Suite 1910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Toronto,
Ontario M5G 2E4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
Harnick (22)
|
|
|
100,800
|
|
|
100,000
|
|
|
800
|
|
|
**
|
|
777
Bay Street, Suite 1910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Toronto,
Ontario M5G 2E4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Sharpless (23)
|
|
|
100,000
|
|
|
100,000
|
|
|
0
|
|
|
0
|
|
777
Bay Street, Suite 1910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Toronto,
Ontario M5G 2E4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George
A. Kennedy (24)
|
|
|
300,000
|
|
|
150,000
|
|
|
150,000
|
|
|
**
|
|
777
Bay Street, Suite 1910
|
|||||||||||||
Toronto,
Ontario M5G 2E4
|
• |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
• |
block
trades in which the broker-dealer will attempt to sell the shares
as
agent, but may position and resell a portion of
the block as principal to facilitate the
transaction;
|
• |
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
• |
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
• |
privately
negotiated transactions;
|
• |
short
sales;
|
• |
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
|
• |
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
• |
a
combination of any such methods of sale;
and
|
• |
any
other method permitted pursuant to applicable
law.
|
$
|
||||
Securities
and Exchange Commission Registration Fee
|
994
|
|||
Printing
and Engraving Expenses
|
5,000
|
|||
Legal
Fees and Expenses
|
12,500
|
|||
Accounting
Fees and Expenses
|
5,000
|
|||
Blue
Sky Qualification Fees and Expenses
|
5,000
|
|||
Miscellaneous
|
5,000
|
|||
Total
|
33,494
|
4.1
|
Articles
of Incorporation of the Company and amendments thereto in effect
as of
January 11, 2000 (1)
|
||
4.2
|
Articles
of Amendment, dated as of October 17, 2001, to the Company’s Articles of
Incorporation (2)
|
||
4.3
|
Articles
of Amendment, dated as of June 24, 2002, to the Company’s Articles of
Incorporation (2)
|
||
4.4
|
By-Laws
of the Company in effect as of January 11, 2002 (1)
|
||
4.5
|
Amendment
to the By-Laws of the Company (2)
|
||
4.6
|
Form
of Subscription Agreement by and among the Company and the Purchasers
named therein* (the Company entered into 14 separate Subscription
Agreements all substantially similar in form and content to this
form of
Subscription Agreement)
|
||
4.7
|
Registration
Rights Agreement between the Company and the Purchasers named therein*
|
||
4.8
|
Form
of Series A and Series B Warrant Agreement* (the Company entered
into 34
separate Series A and Series B Warrant Agreements, all substantially
similar in form and content to this form of Warrant
Agreement)
|
||
5.1
|
Opinion
of Chitiz Pathak LLP, counsel to the Company, as to the validity
of the
common shares*
|
||
23.1
|
Consent
of Schwartz Levitsky Feldman LLP*
|
||
23.2
|
Consent
of Grant Thornton LLP*
|
||
23.3
|
Consent
of Ernst & Young LLP*
|
||
23.4
|
Consent
of Chitiz Pathak LLP (included in
Exhibit 5.1)*
|
(1)
|
Incorporated
herein by reference to certain exhibits to the Company’s Registration
Statement on Form 20-F/A, filed with the Securities and Exchange
Commission on January 11, 2000.
|
(2)
|
Incorporated
herein by reference to certain exhibits to the Company's Annual Report
on
Form 20-F for the year ended October 31,
2002.
|
MICROMEM
TECHNOLOGIES INC.
|
|
By: /s/ Joseph Fuda | |
Name:
Joseph Fuda
Title:
President and Chief Executive Officer
|
/s/
Joseph Fuda
|
|
Name:
Joseph Fuda
Title:
President, Chief Executive Officer and Director
Date:
May 19, 2006
|
|
/s/
Dan Amadori
|
|
Name:
Dan Amadori
Title:
Chief Financial Officer (principal financial
and
accounting officer)
Date:
May 19, 2006
|
|
/s/
Salvatore Fuda
|
|
Name:
Salvatore Fuda
Title:
Chairman of the Board of Directors
Date:
May 19, 2006
|
|
/s/
Manoj Pundit
|
|
Name:
Manoj Pundit
Title:
Executive Vice-President, General Counsel, Secretary and
Director
Date:
May 19, 2006
|
|
/s/
Andrew Brandt
|
|
Name:
Andrew Brandt
Title:
Director
Date:
May 19, 2006
|
/s/
Stephen Fleming
|
|
Name:
Stephen Fleming
Title:
Director
Date:
May 19, 2006
|
|
/s/
Charles Harnick
|
|
Name:
Charles Harnick
Title:
Director
Date:
May 19, 2006
|
|
/s/
George Kennedy
|
|
Name:
George Kennedy
Title:
Director
Date:
May 19, 2006
|
|
/s/
David Sharpless
|
|
Name:
David Sharpless
Title:
Director
Date:
May 19, 2006
|
|
/s/
Steven Van Fleet
|
|
Name:
Steven Van Fleet
Title:
Director
Date:
May 19, 2006
|
|
/s/
Larry Blue
|
|
Name:
Larry Blue
Title:
Director
Date:
May 19, 2006
|
|
/s/
Scott A. Ziegler
|
|
Name:
Scott A. Ziegler
Title:
Authorized Representative in the United States
Date:
May 19, 2006
|