<PAGE>

As filed with the Securities and Exchange Commission on March 17, 2000.
Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            -----------------------

                                 INTERTAN, INC.
             (Exact name of registrant as specified in its charter)


                 Delaware                              75-2130875
       (State or other jurisdiction         (I.R.S. Employer Identification No.)
     of incorporation or organization)

        3300 Highway # 7, Suite 904
         Concord, Ontario, Canada                        L4K 4M3
      (Address of Principal Executive                 (Postal Code)
                 Offices)

                            -----------------------

        Plan for 1999 Non-Employee Director Non-Qualified Stock Options
                            (Full title of the plan)
                            -----------------------


                               Jeffrey A. Losch
                         Vice President, Secretary and
                                General Counsel
                          3300 Highway # 7, Suite 904
                           Concord, Ontario, Canada
                    (Name and address of agent for service)

                                (905) 760-9709
                         (Telephone number, including
                       area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
       Title of                 Amount             Proposed maximum            Proposed
    securities to               to be               offering price        maximum aggregate          Amount of
    be registered             registered              per share             offering price       registration fee
<S>                          <C>                   <C>                    <C>                    <C>
    Common Stock,               210,000
  $1.00 par value              shares (2)              $10.50 (2)           $2,205,000 (2)            $582.12
   per share (1)
</TABLE>

(1)  Includes related preferred stock purchase rights.

(2)  Options to purchase an aggregate of 140,000 shares of Common Stock at an
exercise price of $15.75 were granted pursuant to the terms of a Non-Employee
Director Non-Qualified Stock Option Agreement made as of June 7, 1999 and
entered into between the registrant and each of its seven (7) non-employee
directors.  The exercise price was the closing price of the common stock as
reported in The Wall Street Journal on June 7, 1999.  The grant of options
contemplated therein was approved by the stockholders of the registrant at its
annual general meeting held November 9, 1999.  Shares of common stock of the
registrant were spilt 3 for 2 on January 14, 2000 thereby increasing the
aggregate amount of shares to be registered hereunder to 210,000 shares from the
original 140,000 share amount and decreasing the exercise price therefore to
$10.50. Pursuant to Rule 416, shares issuable upon any stock split, stock
dividend or similar transaction with respect to these shares are also being
registered hereunder.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.     Plan Information.*
            ----------------

Item 2.     Registrant Information and Employee Plan Annual Information.*
            -----------------------------------------------------------



            * Information required by Part I to be contained in the Section
            10(a) prospectus is omitted from this Registration Statement in
            accordance with Rule 428 under the Securities Act of 1933 and the
            Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

         (1) the Registrant's Annual Report on Form 10-K for the fiscal year
             ended June 30, 1999;

         (2) the Registrant's Quarterly Reports on Form 10-Q for the quarters
             ended September 30, 1999 and December 31, 1999;

         (3) the Registrant's Current Reports on Form 8-K dated September 17,
             1999 and December 6, 1999;

         (4) the Registrant's Registration of Certain Classes of Securities
             Pursuant to Section 12 (b) of the Securities Exchnage Act of 1934
             on Form 8-A dated September 17, 1999; and

         (5) the description of the Registrant's Common Stock contained in Form
             10 dated October 2, 1986, filed pursuant to Section 12 of the
             Securities Exchange Act of 1934, as amended.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.        Description of Securities.
               -------------------------
     Not Applicable.

Item 5.        Interest of Named Experts and Counsel.
               -------------------------------------

     The validity of the issuance of the Common Stock registered hereby will be
passed upon by Jeffrey A. Losch, Vice President, Secretary and General Counsel
of the Registrant.  As of January 31, 2000, Mr. Losch beneficially owned less
than 100 shares of Common Stock held indirectly through an employee stock
purchase plan and also has been granted options for an aggregate of 15,000
common shares (post-split amount) pursuant to the Registrant's 1996 Stock Option
Plan.
<PAGE>

Item 6.        Indemnification of Directors and Officers.
               -----------------------------------------

     The Registrant is incorporated in the State of Delaware.  Under Section 145
of the Delaware General Corporation Law (the "DGCL"), a Delaware corporation has
the power to indemnify its directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them by a third
party or in the right of the corporation, by reason of the fact that they were
or are such directors, officers, employees or agents, against expenses and
liabilities incurred in any such action, suit or proceedings so long as they
acted in good faith and in a manner that they reasonably believed to be in, or
not opposed to, the best interests of such corporation, and, with respect to any
criminal action, so long as they had no reasonable cause to believe their
conduct was unlawful.  With respect to suits by or in the right of such
corporation, however, indemnification is generally limited to attorneys' fees
and other expenses and is not available if such person is adjudged to be liable
to such corporation unless the court determines that indemnification is
appropriate.  Article XIV of the Registrant's By-Laws provides for mandatory
indemnification of directors and officers to the fullest extent permitted by
Section 145 of the DGCL.

     A Delaware corporation also has the power to purchase and maintain
insurance for such persons.  The directors and officers of the Registrant are
covered by an insurance policy indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they might not be
indemnified by the Registrant.

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provisions shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit.  The Registrant's Restated Certificate of
Incorporation contains such a provision.

     The above discussion of the Registrant's Certificate of Incorporation and
By-Laws and Section 102(b)(7) and 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such documents and statutes.

Item 7.        Exemption from Registration Claimed.
               -----------------------------------

     Not Applicable.

Item 8.        Exhibits.
               --------

     The following documents are filed as exhibits to this Registration
Statement:

        4.1  Restated Certificate of Incorporation of the Registrant, as amended
             (incorporated by reference to Exhibit 4(a) to the Registrant's
             registration statement on Form S-3 (File No. 33-74314)).

        4.2  Certificate of designation, Preferences and Rights of Series A
             Junior Participating Preferred Stock (filed as Exhibit 3(a)(i) to

                                       2
<PAGE>

             Registrant's registration statement on Form 10 and incorporated by
             reference herein).

        4.3  Rights Agreement between the Registrant and BankBoston, N.A. dated
             September 8, 1999 (filed as Exhibit 4 to Registrant's Form 8-A
             filing filed September 17, 1999 and incorporated by reference
             herein).

        4.4  Form of Agreement that evidences the InterTAN, Inc. Plan for 1999
             Non-Employee Director Non-Qualified Stock Options.

        5.1  Opinion of Jeffrey A. Losch, Vice President, Secretary and General
             Counsel of the Registrant, as to the legality of the securities
             registered hereby.

       23.1  Consent of PricewaterhouseCoopers, LLP, independent public
             accountants, to incorporation of report by reference.

       23.2  Consent of Jeffrey A. Losch to the use of his opinion filed as
             Exhibit 5.1 herewith (set forth in his opinion filed as Exhibit
             5.1).

       24.1  Power of Attorney (included on the signature page of this
             Registration Statement).

Item 9.      Undertakings
             ------------

    (a) The Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

                (i) To include any prospectus required by Section 10(a)(3) of
                the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
                after the effective date of this Registration Statement (or the
                most recent post-effective amendment thereof) which,
                individually or in the aggregate, represents a fundamental
                change in the information set forth in this Registration
                Statement; and

                (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in this
                Registration Statement or any material change to such
                information in this Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                not apply if the information required to be included in a post-
                effective amendment by those paragraphs is contained in periodic
                reports filed by the Registrant pursuant to Section 13 or
                Section 15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement

                                       3
<PAGE>

        relating to the securities offered therein, and the offering of such
        securities at that time shall be deemed to be the initial bona fide
        offering thereof.

        (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.

(b)  The Registrant hereby further undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
<PAGE>

                                   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 Concord, Province of Ontario, Canada on February 14,
2000.


                                 INTERTAN, INC.


                                 By:  /s/ Brian E. Levy
                                    -------------------
                                    Brian E. Levy, President & Chief Executive
                                    Officer


                               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.  The undersigned persons hereby
constitute and appoint Brian E. Levy, James G. Gingerich and Jeffrey A. Losch,
and each of them singly, as our true and lawful attorneys-in-fact with full
power to execute in our names and on our behalf, in the capacities indicated
below, any and all amendments to this Registration Statement to be filed with
the Securities and Exchange Commission and hereby ratify and confirm all that
such attorneys-in-fact shall lawfully do or cause to be done by virtue hereof.


Signature                      Capacity in Which Signed             Date
---------------------------    ---------------------------    ------------------

/s/ Brian E. Levy              President, Chief Executive     February  14, 2000
---------------------------    Officer and Director
Brian E. Levy                  (principal executive officer)


/s/ James G. Gingerich          Executive Vice President,     February  14, 2000
---------------------------     Finance, Chief Financial
James G. Gingerich              Officer (principal financial
                                officer)

/s/ Douglas C. Saunders         Vice President and            February  14, 2000
---------------------------
Douglas C. Saunders             Corporate Controller
                                (principal accounting
                                officer)

/s/ Ron Stegall                 Chairman of the Board and     February  14, 2000
----------------------------    Director
Ron Stegall

/s/ William C. Bousquette       Director                      February  14, 2000
----------------------------
William C. Bousquette

/s/ John A. Capstick            Director                      February 14, 2000
----------------------------
John A. Capstick

/s/ Clark A, Johnson            Director                      February 14, 2000
----------------------------
Clark A. Johnson

                                       5
<PAGE>

/s/ John H. McDaniel            Director                      February 14, 2000
----------------------------
John H. McDaniel

/s/ W. Darcy McKeough           Director                      February 14, 2000
----------------------------
W. Darcy McKeough

/s/ James T. Nichols            Director                      February 14, 2000
----------------------------
James T. Nichols

                                       6
<PAGE>

                               INDEX TO EXHIBITS



Exhibit Number  Exhibit
--------------  -------

      4.4       Form of Agreement that evidences the InterTAN, Inc.
                Non-Employee Director Non-Qualified Stock Option
                Agreement

      5.1       Opinion of Jeffrey A. Losch, Vice President, Secretary
                and General Counsel of the Registrant, as to the
                legality of the securities registered hereby.

      23.1      Consent of PricewaterhouseCoopers, LLP, independent
                public accountants, to incorporation of report by
                reference.

      23.2      Consent of Jeffrey A. Losch to the use of his opinion
                filed as Exhibit 5.1 herewith (set forth in his
                opinion filed as Exhibit 5.1).

      24.1      Power of Attorney (included on the signature page of
                this Registration Statement)

                                       7
<PAGE>

                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                 COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933



                                   MEMORANDUM
                                   ----------


TO:     Non-Employee Directors of InterTAN, Inc.

FROM:   InterTAN, Inc. (the "Company")

DATE:   February 14, 2000

RE:     Plan for 1999 Non-Employee Director Non-Qualified Stock Options
        ---------------------------------------------------------------


Introduction and Summary

     On June 7, 1999 the Board of Directors authorized a Plan for 1999 Non-
Employee Director Non-Qualified Stock Options by which the Company was to enter
into a stock option agreement with each of the Company's non-employee directors
(the "Option Agreements") of the Company.  The Option Agreements had to be
approved by the stockholders.  The stockholders gave their approval at the
annual general meeting that was held on November 9, 1999.  Each Option Agreement
grants you a nonqualified stock option to purchase 20,000 shares of Common
Stock, at an exercise price of $15.75 per share.  The Company declared a 50%
stock dividend payable in shares of Common Stock on November 29, 1999.  The
number of shares and the exercise price have accordingly been automatically
adjusted to reflect that stock dividend.  You now have an option to purchase
30,000 shares at an exercise price of $10.50 as a result of the stock dividend.
Set forth below is a summary of the Option Agreements.  It does not attempt to
describe all the provisions of the Option Agreements in detail.  You should
refer to the actual Option Agreements for complete details.

Reasons for the Option Agreement

     The primary reason for entering into each Option Agreement was to recognize
your efforts over a number of years of service, to provide you an opportunity to
share in the future prospects of the Company and an added incentive to continue
in the service of the Company.  The Board believes that directors who have an
investment in the Company can better represent the viewpoint of other
stockholders whose interests they are charged with representing.  The Board also
believes that this additional incentive to you will ultimately promote the
welfare of the Company and its stockholders.
<PAGE>

Description of the Option Agreement

     Each Option Agreement grants you an option to purchase 30,000 shares of
Common Stock (20,000 shares before the stock dividend) at the exercise price of
$10.50 per share ($15.75 before the stock dividend).  The exercise price of the
option was the closing price of the Common Stock on the date that the option
grant was made.  The grant was made on June 7, 1999. The closing price of the
Common Stock as reported on the New York Stock Exchange on June 7, 1999 was
$15.75 per share. You can pay the exercise price in cash or in shares of Common
Stock that you hold (which will be credited against the exercise price at the
fair market value of the delivered shares on the date prior to the date of
exercise), by a combination of cash and shares of Common Stock, or through a
cashless exercise.

     Unless there is a "Change in Control" of the Company (which will cause the
option to vest immediately), the option will vest in four equal components of
7,500 shares (post split).  The first component vested on November 9, 1999.  The
other three components vest on the date of the next three annual general
meetings of the Company's stockholders held in 2000, 2001 and 2002,
respectively.  You must still be a director of the Company on each of those
dates to have that component of the option shares vest.  A Change in Control
means: (i) any event affecting the Company that would be required to be reported
by a reporting company as a change in control pursuant to Regulation 14A under
the Securities Exchange Act of 1934; (ii) any person becomes the beneficial
owner, directly or indirectly, of securities of the Company representing more
than 50% of either the then outstanding shares of Common Stock of the Company or
the combined voting power of the then outstanding securities of the Company;
(iii) at any time during any 24-month period, the individuals who were serving
on the Board of Directors of the Company at the beginning of such period or who
were nominated for election or elected to such Board during such period by a
vote of at least two-thirds of such individuals still in office shall cease to
constitute a majority of such Board; (iv) any merger or consolidation of the
Company or any sale of all or substantially all of its assets, other than a
merger, consolidation or sale that results in the voting securities of the
Company outstanding immediately prior thereto continuing to represent more than
50% of the combined voting power of the voting securities of the Company or the
surviving entity or any parent thereof outstanding immediately thereafter; or
(v) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company.

     Your option will become exercisable on the respective dates of vesting and
will terminate on the earlier of: (i) June 7, 2009; (ii) the date on which your
service as a director of the Company terminates for any reason; or (iii) to the
extent any portion of the option has not then vested, the effective date of the
final interpretation of APB No. 25 related to whether a non-employee director
qualifies as an employee for the purposes of APB No. 25 and the general effect
would be to require the Company to take an earnings charge based on the fair
value of the unvested portion of the option on the applicable vesting dates.  If
your tenure as a non-employee director should terminate because of death, then
any unvested portion of the option will become fully vested and your estate or
any person who acquires the option by bequest or inheritance will have one year
from the date of death (but not beyond June 6, 2009) to exercise the option.  If
your service as a non-employee director terminates for any other reason, you (or
a permitted transferee) will have one year from the date of termination (but not
beyond June 6, 2009) to

                                       2
<PAGE>

exercise the option, to the extent that such option was exercisable at the time
of your termination. If, however, you are removed for fraud, dishonesty or other
acts detrimental to the interests of the Company, your option shall be void.

     The Option Agreement may be amended or waived, to the extent permitted by
applicable law, only by a written instrument signed by the Company and you, or
in the case of a waiver, by the party waiving compliance.

     The option is exercisable only by you or by a person or entity to which you
are permitted to transfer the option (a "permitted transferee") pursuant to the
Option Agreement.  Under the Option Agreement, the option may be transferred
only (i) by will or the laws of descent and distribution upon your death; (ii)
by gift or a domestic relations order to a "family member" (as such term is
defined in the instructions to Form S-8 under the Securities Act of 1933, as
amended), including trusts in which your family members have more than 50% of
the beneficial interest, foundations in which such family members control the
management of assets, and any other entity in which you or your family members
own more than 50% of the voting interests; or (iii) to an entity in which you or
your family members own more than 50% of the voting interests in exchange for an
interest or interests in that entity.  Each permitted transferee is required to
execute an agreement satisfactory to the Company agreeing to be bound by the
terms and provisions of the Option Agreement.  Even though an option is
transferred, the vesting and exercisability of the option and the term of the
option will be determined by reference to your performance of director services
for the Company.  Any attempted sale, transfer, pledge, exchange, hypothecation
or other disposition of the option not specifically permitted by the Option
Agreement will be null and void and without effect.

     In the event that before delivery by the Company of all the shares in
respect of which the option is granted, the Company does a split of the Common
Stock or a dividend payable in Common Stock, or the outstanding Common Stock is
combined into a smaller number of shares, the shares still subject to the option
and the exercise price of the option will be increased or decreased
proportionately.  In the event of a reclassification of the Common Stock, or a
liquidation, separation or reorganization, including a merger, consolidation or
sale of assets, the Board of Directors may make such adjustments, if any, as it
may deem appropriate in the number of shares, exercise price and kind of shares
still subject to the option.

Federal Income Tax Consequence

     United States Federal Income Tax Consequences.  The options are
nonqualified stock options which are not entitled to special tax treatment under
Section 421 of the Internal Revenue Code.  No income will be recognized by you
for federal income tax purposes upon the grant of an option.  Upon exercise of
an option, you will recognize ordinary income in an amount equal to the excess
of the fair market value of the shares on the date of exercise over the amount
paid for such shares.  If an option is transferred to a permitted transferee
pursuant to an Option Agreement, you (not the transferee) will recognize
ordinary income upon exercise of the option by the transferee, as if the option
had not been transferred.  The Company must make the necessary arrangements with
you to ensure that the amount of the tax required to be withheld, if any, is
available for payment.  The options are designed to provide the Company with a

                                       3
<PAGE>

deduction equal to the amount of ordinary income recognized by you at the time
of such recognition by the optionee.

     The basis of shares transferred to you pursuant to exercise of an option is
the price paid for such shares plus an amount equal to any income recognized by
you as a result of the exercise of the option.  If you sell shares acquired upon
exercise of an option, any amount realized over the basis of the shares will
constitute capital gain to you for federal income tax purposes.

     If you use already owned shares of Common Stock to pay the exercise price
for shares under the option, the number of shares received pursuant to the
option which is equal to the number of shares delivered in payment of the
exercise price will be considered received in a nontaxable exchange, and the
fair market value of the remaining shares received by you upon such exercise
will be taxable to you as ordinary income.  If the already owned shares of
Common Stock are not "statutory option stock" (which is defined in Section
424(c)(3)(B) of the Internal Revenue Code to include any stock acquired through
the exercise of an incentive stock option or an option granted pursuant to an
employee stock purchase plan, but not through the exercise of a nonqualified
stock option) or are statutory option stock with respect to which the applicable
holding period referred to in Section 424(c)(3)(A) of the Internal Revenue Code
has been satisfied, the shares received pursuant to the exercise of the option
will not be statutory option stock and your basis in the number of shares
received in exchange for the shares delivered in payment of the exercise price
will be equal to the basis of the shares delivered in payment.  The basis of the
remaining shares received upon such exercise will be equal to the fair market
value of such shares.  However, if the already owned shares of Common Stock are
statutory option stock with respect to which the applicable holding period has
not been satisfied, it is not presently clear whether such exercise will be
considered a disqualifying disposition of the statutory option stock, whether
the shares received upon such exercise will be statutory option stock or how
your basis will be allocated among the shares received.

     Other Tax Consequences.  For United States federal estate tax purposes, the
fair market value of an option held by you at the time of your death will
normally be includible in your gross estate.  The acquisition, ownership or
disposition of an option or shares acquired upon the exercise of an option also
may have tax consequences under various state and foreign laws which may be
applicable to you.

     The options are not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and are not qualified under Section 401(a) of the
Internal Revenue Code.

Restrictions on Resale

     Common shares acquired pursuant to the Option Agreements will be subject to
restrictions on resale imposed for the purpose of assuring compliance with
applicable securities laws.  Directors are deemed to be "affiliates" of the
Company as determined by the Securities Act of 1933 (the "Securities Act") and
may resell such shares only in compliance with the provisions of the Securities
Act and its rules and regulations.  The effect of compliance with the Securities
Act may be to limit the number of shares that a director/affiliate can sell,
when he can sell and the manner under which he can sell.
                                       4
<PAGE>

Additional Information

     The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Memorandum:

(1)  the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1999;

(2)  the Company's Quarterly Reports on Form 10-Q for the quarters ended
September  30, 1999 and December 31, 1999;

(3)  the Company's Current Reports on Form 8-K dated September 17, 1999 and
December 6, 1999;

(4)  the Company's Registration of Certain Classes of Securities Pursuant to
Section 12 (b) of the Securities Exchange Act of 1934 on Form 8-A dated
September 17, 1999; and

(5)  the description of the Company's Common Stock contained in Form 10 dated
October 2, 1986, filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended.

  In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Memorandum and to be a part hereof from the date of filing of such documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Memorandum shall be deemed to be modified or
superceded for purposes of this Memorandum to the extent that a statement
contained herein or in any other subsequently filed documents which is also is,
or deemed to be, incorporated by reference in this Memorandum modifies or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Memorandum.

  The Company will provide, without charge, to each person to whom this
Memorandum is delivered upon the written or oral request of such person, a copy
of any or all of the documents herein incorporated by reference, as well as
copies of (i) the Company's annual report to stockholders for the most recent
fiscal year and (ii) all other communications distributed to stockholders
generally. Request for such copies or for additional information should be
directed to Jeffrey A. Losch, Vice President, Secretary and General Counsel at
(905) 760-9709, Suite 904, 3300 Highway # 7, Concord, Ontario L4K 4M3.

                                       5
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As filed with the Securities and Exchange Commission on March 17, 2000.
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            -----------------------

                                 INTERTAN, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                              75-2130875
       (State or other jurisdiction         (I.R.S. Employer Identification No.)
     of incorporation or organization)

        3300 Highway # 7, Suite 904
         Concord, Ontario, Canada                        L4K 4M3
      (Address of Principal Executive                 (Postal Code)
                 Offices)

                            -----------------------

        Plan for 1999 Non-Employee Director Non-Qualified Stock Options
                            (Full title of the plan)
                            -----------------------

                               Jeffrey A. Losch
                         Vice President, Secretary and
                                General Counsel
                          3300 Highway # 7, Suite 904
                           Concord, Ontario, Canada
                    (Name and address of agent for service)

                                (905) 760-9709
                         (Telephone number, including
                       area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of                 Amount             Proposed maximum            Proposed
    securities to               to be               offering price        maximum aggregate          Amount of
    be registered             registered              per share             offering price       registration fee
Common Stock,               210,000
  $1.00 par value              shares (2)              $10.50 (2)           $2,205,000 (2)            $582.12
   per share (1)
(1)  Includes related preferred stock purchase rights.

(2)  Options to purchase an aggregate of 140,000 shares of Common Stock at an
exercise price of $15.75 were granted pursuant to the terms of a Non-Employee
Director Non-Qualified Stock Option Agreement made as of June 7, 1999 and
entered into between the registrant and each of its seven (7) non-employee
directors.  The exercise price was the closing price of the common stock as
reported in The Wall Street Journal on June 7, 1999.  The grant of options
contemplated therein was approved by the stockholders of the registrant at its
annual general meeting held November 9, 1999.  Shares of common stock of the
registrant were spilt 3 for 2 on January 14, 2000 thereby increasing the
aggregate amount of shares to be registered hereunder to 210,000 shares from the
original 140,000 share amount and decreasing the exercise price therefore to
$10.50. Pursuant to Rule 416, shares issuable upon any stock split, stock
dividend or similar transaction with respect to these shares are also being
registered hereunder.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*
            ----------------

Item 2.     Registrant Information and Employee Plan Annual Information.*
            -----------------------------------------------------------

            * Information required by Part I to be contained in the Section
            10(a) prospectus is omitted from this Registration Statement in
            accordance with Rule 428 under the Securities Act of 1933 and the
            Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.
               ---------------------------------------

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

         (1) the Registrant's Annual Report on Form 10-K for the fiscal year
             ended June 30, 1999;

         (2) the Registrant's Quarterly Reports on Form 10-Q for the quarters
             ended September 30, 1999 and December 31, 1999;

         (3) the Registrant's Current Reports on Form 8-K dated September 17,
             1999 and December 6, 1999;

         (4) the Registrant's Registration of Certain Classes of Securities
             Pursuant to Section 12 (b) of the Securities Exchnage Act of 1934
             on Form 8-A dated September 17, 1999; and

         (5) the description of the Registrant's Common Stock contained in Form
             10 dated October 2, 1986, filed pursuant to Section 12 of the
             Securities Exchange Act of 1934, as amended.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.        Description of Securities.
               -------------------------
     Not Applicable.

Item 5.        Interest of Named Experts and Counsel.
               -------------------------------------

     The validity of the issuance of the Common Stock registered hereby will be
passed upon by Jeffrey A. Losch, Vice President, Secretary and General Counsel
of the Registrant.  As of January 31, 2000, Mr. Losch beneficially owned less
than 100 shares of Common Stock held indirectly through an employee stock
purchase plan and also has been granted options for an aggregate of 15,000
common shares (post-split amount) pursuant to the Registrant's 1996 Stock Option
Plan.
Item 6.        Indemnification of Directors and Officers.
               -----------------------------------------

     The Registrant is incorporated in the State of Delaware.  Under Section 145
of the Delaware General Corporation Law (the "DGCL"), a Delaware corporation has
the power to indemnify its directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them by a third
party or in the right of the corporation, by reason of the fact that they were
or are such directors, officers, employees or agents, against expenses and
liabilities incurred in any such action, suit or proceedings so long as they
acted in good faith and in a manner that they reasonably believed to be in, or
not opposed to, the best interests of such corporation, and, with respect to any
criminal action, so long as they had no reasonable cause to believe their
conduct was unlawful.  With respect to suits by or in the right of such
corporation, however, indemnification is generally limited to attorneys' fees
and other expenses and is not available if such person is adjudged to be liable
to such corporation unless the court determines that indemnification is
appropriate.  Article XIV of the Registrant's By-Laws provides for mandatory
indemnification of directors and officers to the fullest extent permitted by
Section 145 of the DGCL.

     A Delaware corporation also has the power to purchase and maintain
insurance for such persons.  The directors and officers of the Registrant are
covered by an insurance policy indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they might not be
indemnified by the Registrant.

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provisions shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit.  The Registrant's Restated Certificate of
Incorporation contains such a provision.

     The above discussion of the Registrant's Certificate of Incorporation and
By-Laws and Section 102(b)(7) and 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such documents and statutes.

Item 7.        Exemption from Registration Claimed.
               -----------------------------------

     Not Applicable.

Item 8.        Exhibits.
               --------

     The following documents are filed as exhibits to this Registration
Statement:

        4.1  Restated Certificate of Incorporation of the Registrant, as amended
             (incorporated by reference to Exhibit 4(a) to the Registrant's
             registration statement on Form S-3 (File No. 33-74314)).

        4.2  Certificate of designation, Preferences and Rights of Series A
             Junior Participating Preferred Stock (filed as Exhibit 3(a)(i) to

                                       2
Registrant's registration statement on Form 10 and incorporated by
             reference herein).

        4.3  Rights Agreement between the Registrant and BankBoston, N.A. dated
             September 8, 1999 (filed as Exhibit 4 to Registrant's Form 8-A
             filing filed September 17, 1999 and incorporated by reference
             herein).

        4.4  Form of Agreement that evidences the InterTAN, Inc. Plan for 1999
             Non-Employee Director Non-Qualified Stock Options.

        5.1  Opinion of Jeffrey A. Losch, Vice President, Secretary and General
             Counsel of the Registrant, as to the legality of the securities
             registered hereby.

       23.1  Consent of PricewaterhouseCoopers, LLP, independent public
             accountants, to incorporation of report by reference.

       23.2  Consent of Jeffrey A. Losch to the use of his opinion filed as
             Exhibit 5.1 herewith (set forth in his opinion filed as Exhibit
             5.1).

       24.1  Power of Attorney (included on the signature page of this
             Registration Statement).

Item 9.      Undertakings
             ------------

    (a) The Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

                (i) To include any prospectus required by Section 10(a)(3) of
                the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
                after the effective date of this Registration Statement (or the
                most recent post-effective amendment thereof) which,
                individually or in the aggregate, represents a fundamental
                change in the information set forth in this Registration
                Statement; and

                (iii) To include any material information with respect to the
                plan of distribution not previously disclosed in this
                Registration Statement or any material change to such
                information in this Registration Statement;

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                not apply if the information required to be included in a post-
                effective amendment by those paragraphs is contained in periodic
                reports filed by the Registrant pursuant to Section 13 or
                Section 15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement

                                       3
relating to the securities offered therein, and the offering of such
        securities at that time shall be deemed to be the initial bona fide
        offering thereof.

        (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.

(b)  The Registrant hereby further undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       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 Concord, Province of Ontario, Canada on February 14,
2000.

                                 INTERTAN, INC.

                                 By:  /s/ Brian E. Levy
                                    -------------------
                                    Brian E. Levy, President & Chief Executive
                                    Officer

                               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.  The undersigned persons hereby
constitute and appoint Brian E. Levy, James G. Gingerich and Jeffrey A. Losch,
and each of them singly, as our true and lawful attorneys-in-fact with full
power to execute in our names and on our behalf, in the capacities indicated
below, any and all amendments to this Registration Statement to be filed with
the Securities and Exchange Commission and hereby ratify and confirm all that
such attorneys-in-fact shall lawfully do or cause to be done by virtue hereof.

Signature                      Capacity in Which Signed             Date
---------------------------    ---------------------------    ------------------

/s/ Brian E. Levy              President, Chief Executive     February  14, 2000
---------------------------    Officer and Director
Brian E. Levy                  (principal executive officer)

/s/ James G. Gingerich          Executive Vice President,     February  14, 2000
---------------------------     Finance, Chief Financial
James G. Gingerich              Officer (principal financial
                                officer)

/s/ Douglas C. Saunders         Vice President and            February  14, 2000
---------------------------
Douglas C. Saunders             Corporate Controller
                                (principal accounting
                                officer)

/s/ Ron Stegall                 Chairman of the Board and     February  14, 2000
----------------------------    Director
Ron Stegall

/s/ William C. Bousquette       Director                      February  14, 2000
----------------------------
William C. Bousquette

/s/ John A. Capstick            Director                      February 14, 2000
----------------------------
John A. Capstick

/s/ Clark A, Johnson            Director                      February 14, 2000
----------------------------
Clark A. Johnson

                                       5
/s/ John H. McDaniel            Director                      February 14, 2000
----------------------------
John H. McDaniel

/s/ W. Darcy McKeough           Director                      February 14, 2000
----------------------------
W. Darcy McKeough

/s/ James T. Nichols            Director                      February 14, 2000
----------------------------
James T. Nichols

                                       6
INDEX TO EXHIBITS

Exhibit Number  Exhibit
--------------  -------

      4.4       Form of Agreement that evidences the InterTAN, Inc.
                Non-Employee Director Non-Qualified Stock Option
                Agreement

      5.1       Opinion of Jeffrey A. Losch, Vice President, Secretary
                and General Counsel of the Registrant, as to the
                legality of the securities registered hereby.

      23.1      Consent of PricewaterhouseCoopers, LLP, independent
                public accountants, to incorporation of report by
                reference.

      23.2      Consent of Jeffrey A. Losch to the use of his opinion
                filed as Exhibit 5.1 herewith (set forth in his
                opinion filed as Exhibit 5.1).

      24.1      Power of Attorney (included on the signature page of
                this Registration Statement)

                                       7
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                 COVERING SECURITIES THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933

                                   MEMORANDUM
                                   ----------

TO:     Non-Employee Directors of InterTAN, Inc.

FROM:   InterTAN, Inc. (the "Company")

DATE:   February 14, 2000

RE:     Plan for 1999 Non-Employee Director Non-Qualified Stock Options
        ---------------------------------------------------------------

Introduction and Summary

     On June 7, 1999 the Board of Directors authorized a Plan for 1999 Non-
Employee Director Non-Qualified Stock Options by which the Company was to enter
into a stock option agreement with each of the Company's non-employee directors
(the "Option Agreements") of the Company.  The Option Agreements had to be
approved by the stockholders.  The stockholders gave their approval at the
annual general meeting that was held on November 9, 1999.  Each Option Agreement
grants you a nonqualified stock option to purchase 20,000 shares of Common
Stock, at an exercise price of $15.75 per share.  The Company declared a 50%
stock dividend payable in shares of Common Stock on November 29, 1999.  The
number of shares and the exercise price have accordingly been automatically
adjusted to reflect that stock dividend.  You now have an option to purchase
30,000 shares at an exercise price of $10.50 as a result of the stock dividend.
Set forth below is a summary of the Option Agreements.  It does not attempt to
describe all the provisions of the Option Agreements in detail.  You should
refer to the actual Option Agreements for complete details.

Reasons for the Option Agreement

     The primary reason for entering into each Option Agreement was to recognize
your efforts over a number of years of service, to provide you an opportunity to
share in the future prospects of the Company and an added incentive to continue
in the service of the Company.  The Board believes that directors who have an
investment in the Company can better represent the viewpoint of other
stockholders whose interests they are charged with representing.  The Board also
believes that this additional incentive to you will ultimately promote the
welfare of the Company and its stockholders.
Description of the Option Agreement

     Each Option Agreement grants you an option to purchase 30,000 shares of
Common Stock (20,000 shares before the stock dividend) at the exercise price of
$10.50 per share ($15.75 before the stock dividend).  The exercise price of the
option was the closing price of the Common Stock on the date that the option
grant was made.  The grant was made on June 7, 1999. The closing price of the
Common Stock as reported on the New York Stock Exchange on June 7, 1999 was
$15.75 per share. You can pay the exercise price in cash or in shares of Common
Stock that you hold (which will be credited against the exercise price at the
fair market value of the delivered shares on the date prior to the date of
exercise), by a combination of cash and shares of Common Stock, or through a
cashless exercise.

     Unless there is a "Change in Control" of the Company (which will cause the
option to vest immediately), the option will vest in four equal components of
7,500 shares (post split).  The first component vested on November 9, 1999.  The
other three components vest on the date of the next three annual general
meetings of the Company's stockholders held in 2000, 2001 and 2002,
respectively.  You must still be a director of the Company on each of those
dates to have that component of the option shares vest.  A Change in Control
means: (i) any event affecting the Company that would be required to be reported
by a reporting company as a change in control pursuant to Regulation 14A under
the Securities Exchange Act of 1934; (ii) any person becomes the beneficial
owner, directly or indirectly, of securities of the Company representing more
than 50% of either the then outstanding shares of Common Stock of the Company or
the combined voting power of the then outstanding securities of the Company;
(iii) at any time during any 24-month period, the individuals who were serving
on the Board of Directors of the Company at the beginning of such period or who
were nominated for election or elected to such Board during such period by a
vote of at least two-thirds of such individuals still in office shall cease to
constitute a majority of such Board; (iv) any merger or consolidation of the
Company or any sale of all or substantially all of its assets, other than a
merger, consolidation or sale that results in the voting securities of the
Company outstanding immediately prior thereto continuing to represent more than
50% of the combined voting power of the voting securities of the Company or the
surviving entity or any parent thereof outstanding immediately thereafter; or
(v) the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company.

     Your option will become exercisable on the respective dates of vesting and
will terminate on the earlier of: (i) June 7, 2009; (ii) the date on which your
service as a director of the Company terminates for any reason; or (iii) to the
extent any portion of the option has not then vested, the effective date of the
final interpretation of APB No. 25 related to whether a non-employee director
qualifies as an employee for the purposes of APB No. 25 and the general effect
would be to require the Company to take an earnings charge based on the fair
value of the unvested portion of the option on the applicable vesting dates.  If
your tenure as a non-employee director should terminate because of death, then
any unvested portion of the option will become fully vested and your estate or
any person who acquires the option by bequest or inheritance will have one year
from the date of death (but not beyond June 6, 2009) to exercise the option.  If
your service as a non-employee director terminates for any other reason, you (or
a permitted transferee) will have one year from the date of termination (but not
beyond June 6, 2009) to

                                       2
exercise the option, to the extent that such option was exercisable at the time
of your termination. If, however, you are removed for fraud, dishonesty or other
acts detrimental to the interests of the Company, your option shall be void.

     The Option Agreement may be amended or waived, to the extent permitted by
applicable law, only by a written instrument signed by the Company and you, or
in the case of a waiver, by the party waiving compliance.

     The option is exercisable only by you or by a person or entity to which you
are permitted to transfer the option (a "permitted transferee") pursuant to the
Option Agreement.  Under the Option Agreement, the option may be transferred
only (i) by will or the laws of descent and distribution upon your death; (ii)
by gift or a domestic relations order to a "family member" (as such term is
defined in the instructions to Form S-8 under the Securities Act of 1933, as
amended), including trusts in which your family members have more than 50% of
the beneficial interest, foundations in which such family members control the
management of assets, and any other entity in which you or your family members
own more than 50% of the voting interests; or (iii) to an entity in which you or
your family members own more than 50% of the voting interests in exchange for an
interest or interests in that entity.  Each permitted transferee is required to
execute an agreement satisfactory to the Company agreeing to be bound by the
terms and provisions of the Option Agreement.  Even though an option is
transferred, the vesting and exercisability of the option and the term of the
option will be determined by reference to your performance of director services
for the Company.  Any attempted sale, transfer, pledge, exchange, hypothecation
or other disposition of the option not specifically permitted by the Option
Agreement will be null and void and without effect.

     In the event that before delivery by the Company of all the shares in
respect of which the option is granted, the Company does a split of the Common
Stock or a dividend payable in Common Stock, or the outstanding Common Stock is
combined into a smaller number of shares, the shares still subject to the option
and the exercise price of the option will be increased or decreased
proportionately.  In the event of a reclassification of the Common Stock, or a
liquidation, separation or reorganization, including a merger, consolidation or
sale of assets, the Board of Directors may make such adjustments, if any, as it
may deem appropriate in the number of shares, exercise price and kind of shares
still subject to the option.

Federal Income Tax Consequence

     United States Federal Income Tax Consequences.  The options are
nonqualified stock options which are not entitled to special tax treatment under
Section 421 of the Internal Revenue Code.  No income will be recognized by you
for federal income tax purposes upon the grant of an option.  Upon exercise of
an option, you will recognize ordinary income in an amount equal to the excess
of the fair market value of the shares on the date of exercise over the amount
paid for such shares.  If an option is transferred to a permitted transferee
pursuant to an Option Agreement, you (not the transferee) will recognize
ordinary income upon exercise of the option by the transferee, as if the option
had not been transferred.  The Company must make the necessary arrangements with
you to ensure that the amount of the tax required to be withheld, if any, is
available for payment.  The options are designed to provide the Company with a

                                       3
deduction equal to the amount of ordinary income recognized by you at the time
of such recognition by the optionee.

     The basis of shares transferred to you pursuant to exercise of an option is
the price paid for such shares plus an amount equal to any income recognized by
you as a result of the exercise of the option.  If you sell shares acquired upon
exercise of an option, any amount realized over the basis of the shares will
constitute capital gain to you for federal income tax purposes.

     If you use already owned shares of Common Stock to pay the exercise price
for shares under the option, the number of shares received pursuant to the
option which is equal to the number of shares delivered in payment of the
exercise price will be considered received in a nontaxable exchange, and the
fair market value of the remaining shares received by you upon such exercise
will be taxable to you as ordinary income.  If the already owned shares of
Common Stock are not "statutory option stock" (which is defined in Section
424(c)(3)(B) of the Internal Revenue Code to include any stock acquired through
the exercise of an incentive stock option or an option granted pursuant to an
employee stock purchase plan, but not through the exercise of a nonqualified
stock option) or are statutory option stock with respect to which the applicable
holding period referred to in Section 424(c)(3)(A) of the Internal Revenue Code
has been satisfied, the shares received pursuant to the exercise of the option
will not be statutory option stock and your basis in the number of shares
received in exchange for the shares delivered in payment of the exercise price
will be equal to the basis of the shares delivered in payment.  The basis of the
remaining shares received upon such exercise will be equal to the fair market
value of such shares.  However, if the already owned shares of Common Stock are
statutory option stock with respect to which the applicable holding period has
not been satisfied, it is not presently clear whether such exercise will be
considered a disqualifying disposition of the statutory option stock, whether
the shares received upon such exercise will be statutory option stock or how
your basis will be allocated among the shares received.

     Other Tax Consequences.  For United States federal estate tax purposes, the
fair market value of an option held by you at the time of your death will
normally be includible in your gross estate.  The acquisition, ownership or
disposition of an option or shares acquired upon the exercise of an option also
may have tax consequences under various state and foreign laws which may be
applicable to you.

     The options are not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and are not qualified under Section 401(a) of the
Internal Revenue Code.

Restrictions on Resale

     Common shares acquired pursuant to the Option Agreements will be subject to
restrictions on resale imposed for the purpose of assuring compliance with
applicable securities laws.  Directors are deemed to be "affiliates" of the
Company as determined by the Securities Act of 1933 (the "Securities Act") and
may resell such shares only in compliance with the provisions of the Securities
Act and its rules and regulations.  The effect of compliance with the Securities
Act may be to limit the number of shares that a director/affiliate can sell,
when he can sell and the manner under which he can sell.
                                       4
Additional Information

     The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Memorandum:

(1)  the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1999;

(2)  the Company's Quarterly Reports on Form 10-Q for the quarters ended
September  30, 1999 and December 31, 1999;

(3)  the Company's Current Reports on Form 8-K dated September 17, 1999 and
December 6, 1999;

(4)  the Company's Registration of Certain Classes of Securities Pursuant to
Section 12 (b) of the Securities Exchange Act of 1934 on Form 8-A dated
September 17, 1999; and

(5)  the description of the Company's Common Stock contained in Form 10 dated
October 2, 1986, filed pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended.

  In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Memorandum and to be a part hereof from the date of filing of such documents.

  Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Memorandum shall be deemed to be modified or
superceded for purposes of this Memorandum to the extent that a statement
contained herein or in any other subsequently filed documents which is also is,
or deemed to be, incorporated by reference in this Memorandum modifies or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Memorandum.

  The Company will provide, without charge, to each person to whom this
Memorandum is delivered upon the written or oral request of such person, a copy
of any or all of the documents herein incorporated by reference, as well as
copies of (i) the Company's annual report to stockholders for the most recent
fiscal year and (ii) all other communications distributed to stockholders
generally. Request for such copies or for additional information should be
directed to Jeffrey A. Losch, Vice President, Secretary and General Counsel at
(905) 760-9709, Suite 904, 3300 Highway # 7, Concord, Ontario L4K 4M3.

                                       5