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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2014

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MAD CATZ INTERACTIVE, INC.

(Exact Name of Registrant as Specified in Its Charter)

7480 Mission Valley Road, Suite 101

San Diego, California 92108

(619) 683-9830

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 2014

PROSPECTUS

$30,000,000

Common Stock

Warrants

Debt Securities

Rights

Units

From time to time, we may offer and sell common stock, warrants, debt securities, rights, and units, at prices and on terms described in one or more supplements to this prospectus. The aggregate offering price of the securities offered by this prospectus will not exceed $30,000,000.

This prospectus provides a general description of the securities we may offer. Each time we sell securities, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in any securities. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement.

The securities offered by this prospectus may be sold directly by us to investors, through agents designated from time to time or to or through one or more underwriters or dealers or in other manners as set forth under the heading “Plan of Distribution.” In addition, each time we offer securities, the supplement to this prospectus applicable to such offering will provide the specific terms of the plan of distribution for such offering and the net proceeds that we expect to receive from such offering.

You should read both this prospectus and the applicable prospectus supplement, as well as any documents incorporated by reference in this prospectus and/or the applicable prospectus supplement, before you make your investment decision.

Our common stock is traded on The NYSE MKT LLC (the “NYSE MKT”) and Toronto Stock Exchange (the “TSX”) under the symbol “MCZ.” On September 24, 2014, the last reported sales price for our common stock was $0.50 per share and CN$0.54 per share on the NYSE MKT and TSX, respectively.

This prospectus does not constitute a prospectus under Canadian securities laws and accordingly does not qualify the securities offered hereunder on the TSX or otherwise in Canada. The securities offered hereunder may not be sold on or through the facilities of the TSX and may only be resold in Canada in compliance with exemptions from prospectus and registration requirements under applicable Canadian securities laws.

INVESTING IN OUR SECURITIES INVOLVES RISK. SEE THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS ” BEGINNING ON PAGE 3 OF THIS PROSPECTUS, IN ANY APPLICABLE PROSPECTUS SUPPLEMENT AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is September 25, 2014.

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this registration statement or any related prospectus, including any information incorporated herein by reference, is accurate as of any date other than the date on the front of the applicable document, or such earlier date as is expressly stated or otherwise apparent with respect to such incorporated information in the applicable document, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since any such date.

The terms “we,” “us,” “our” and the “company,” as used in this prospectus, refer to Mad Catz Interactive, Inc., unless otherwise indicated.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain forward-looking statements. All statements contained or incorporated by reference in this prospectus other than statements of historical fact are forward-looking statements. When used in this prospectus or any document incorporated by reference in this prospectus, the words “believe,” “anticipate,” “intend,” “plan,” “estimate,” “expect,” “may,” “will,” “should,” “seeks” and similar expressions are forward-looking statements. Such forward-looking statements are based on current expectations, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements made or incorporated by reference in this prospectus include statements about:

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Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors. For a more detailed discussion of such forward-looking statements and the potential risks and uncertainties that may impact upon their accuracy, see the “Risk Factors” section of our most recent Annual Report on Form 10-K and of our subsequent Quarterly Reports on Form 10-Q (including any amendments thereto), which are incorporated by reference into this prospectus, as the same may be updated from time to time by our future filings under the Exchange Act. These forward-looking statements reflect our view only as of the date of this prospectus. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we undertake no obligations to update any forward-looking statements. Accordingly, you should also carefully consider the factors set forth in reports or documents that we file from time to time with the Securities and Exchange Commission, or the SEC.

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $30,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference.” We may only use this prospectus to sell the securities if it is accompanied by a prospectus supplement.

We have not authorized any dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and the accompanying supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or the accompanying prospectus supplement. This prospectus and the accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and the accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date.

This prospectus does not constitute a prospectus under Canadian securities laws and accordingly does not qualify the securities offered hereunder on the TSX or otherwise in Canada. The securities offered hereunder may not be sold on or through the facilities of the TSX and may only be resold in Canada in compliance with exemptions from prospectus and registration requirements under applicable Canadian securities laws.

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OUR BUSINESS

We design, manufacture (primarily through third parties in Asia), market, and distribute innovative interactive entertainment products marketed under our Mad Catz^® (gaming), Tritton^® (audio), and Saitek^® (simulation) brands. Our products, which primarily include headsets, mice, keyboards, controllers, specialty controllers, and other accessories, cater to passionate gamers across multiple platforms including in-home gaming consoles, handheld gaming consoles, Windows^® PC and Mac^® computers, smart phones, tablets and other mobile devices. We distribute our products through our online store as well as distribution via many leading retailers around the globe. We are operationally headquartered in San Diego, California, and maintain offices in Europe and Asia.

Our registered office is located at 181 Bay Street, Suite 4400, Toronto, Ontario, M5J 2T3. Our telephone number is (416) 360-8600, and out internet website is located at www.madcatz.com. The contents of our website are not part of this prospectus and the references in this prospectus or any supplement to this prospectus to our website do not constitute incorporation by reference into this prospectus or any accompanying prospectus supplement of the information contained therein. Our operational headquarters and our primary operating subsidiary, Mad Catz, Inc., are located at 7480 Mission Valley Road, Suite 101, San Diego, California, 92108. Our San Diego, California telephone number is (619)  683-9830.

RISK FACTORS

Before deciding to purchase any of our securities, in addition to the other information in this prospectus, you should carefully consider the risks, cautionary statements and other information contained in this prospectus and in our other filings with the SEC, including our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q (including any amendments thereto), which are incorporated by reference in to this prospectus, as the same may be updated from time to time by our future filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act. For more information, see “Information Incorporated by Reference.” The risks and uncertainties described in these documents are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on our company, our business, financial condition, results of operation and/or liquidity could be seriously harmed.

THE SECURITIES WE MAY OFFER

We may offer shares of our common stock or warrants to purchase shares of our common stock in one or more series, either individually or in units, debt securities or rights with a total value of up to $30,000,000 from time to time under this prospectus, together with any applicable prospectus supplement and related free writing prospectus, at prices and on terms to be determined by market conditions at the time of offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities.

The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add to, update or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.

THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

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We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents or underwriters, we will include in the applicable prospectus supplement:

Common Stock. We may issue shares of our common stock from time to time. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and do not have cumulative voting rights. The holders of our common stock are entitled to receive ratably such dividends as may be declared by our board of directors out of funds legally available therefor. Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets. See “Description of Capital Stock – Common Stock” below.

Warrants. We may issue warrants for the purchase of shares of our common stock in one or more series. We may issue warrants independently or together with common stock, and the warrants may be attached to or separate from these securities. The warrants will be evidenced by warrant certificates issued under one or more warrant agreements, which are contracts between us and an agent for the holders of the warrants. In this prospectus, we have summarized certain general features of the warrants. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being offered, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants. Forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental warrant agreements and forms of warrant certificates will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC. We will evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We will enter into the warrant agreements with a warrant agent. Each warrant agent will be a bank or trust company that we select. We will indicate the name and address of the warrant agent in the applicable prospectus supplement relating to a particular series of warrants. See “Description of Warrants” below.

Debt Securities. We may offer debt securities in one or more series pursuant to a prospectus supplement, which will describe the specific terms of the debt securities. The debt securities that may be offered under this prospectus and any prospectus supplement will be issued under an indenture between us and the trustee, for one or more series of debt securities designated in the applicable prospectus supplement. We incorporate by reference the form of indenture as an exhibit to the registration statement of which this prospectus forms a part. We urge you to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the particular series of debt securities being offered, as well as the complete indenture that contain the terms of the debt securities. See “Description of Debt Securities” below.

Rights. We may issue rights to our stockholders to purchase shares of our common stock described in this prospectus. The rights may be issued separately or together with one or more additional rights, common stock, warrants or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The description in this prospectus sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. We urge you to read the

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applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the particular rights being offered, as well as the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights. See “Description of Rights” below.

Units. We may issue units consisting of common stock and warrants for the purchase of common stock in one or more series. In this prospectus, we have summarized certain general features of the units. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of units being offered, as well as the unit agreements that contain the terms of the units. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference reports that we file with the SEC, the form of unit agreement and any supplemental agreements that describe the terms of the series of units we are offering before the issuance of the related series of units. We will evidence each series of units by unit certificates that we will issue under a separate agreement. We will enter into the unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to the particular series of units being offered.

USE OF PROCEEDS

Except at otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds to fund working capital and for general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that are complementary to our own, although we currently have no plans, commitments or agreements with respect to any such acquisitions or investments. The amounts and timing of the expenditures will depend on numerous factors, such as the timing and progress of our product development efforts, technological advances and the competitive environment for our products. We intend to invest the net proceeds in money market funds and/or short-term investment-grade securities until we are ready to use them.

PLAN OF DISTRIBUTION

We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities (1) through underwriters or dealers, (2) through agents and/or (3) directly to one or more purchasers. We may distribute the securities from time to time in one or more transactions at:

We may solicit directly offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities.

If we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

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If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement which the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or commissions.

With respect to underwritten public offerings, negotiated transactions and block trades, we will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof.

To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

The underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinary course of their business.

This prospectus does not constitute a prospectus under Canadian securities laws and accordingly does not qualify the securities offered hereunder on the TSX or otherwise in Canada. The securities offered hereunder may not be sold on or through the facilities of the TSX and may only be resold in Canada in compliance with exemptions from prospectus and registration requirements under applicable Canadian securities laws.

DESCRIPTION OF COMMON STOCK

The following summary of the terms of our common stock does not purport to be complete and is subject to and qualified in its entirety by reference to our Articles, or articles, and Bylaws, as amended, or bylaws, which are incorporated by reference herein. See “Where You Can Find More Information.”

General

We have authority to issue an unlimited number of shares of our common stock, no par value, under our Articles of Incorporation, as amended. As of September 25, 2014, 64,488,798 shares of our common stock were outstanding. As of September 25, 2014, we had an aggregate of 7,939,311 shares of common stock reserved for issuance upon exercise of outstanding stock options granted under our Stock Option Plan – 2007 and outstanding warrants to purchase an aggregate of 2,540,918 shares of our common stock.

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Dividends

Holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities.

Voting Rights

Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose.

Other

Holders of common stock have no preemptive rights or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are, and the shares of common stock offered by us in this offering, when issued and paid for, will be fully paid and non-assessable. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that may be authorized in the future.

Investment Canada Act

Except as provided in the Investment Canada Act (the “Investment Act”), there are no limitations under the laws of Canada, the Province of Ontario or in the articles or bylaws of the Corporation, on the right of non-Canadians to hold or vote our common stock.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government (or agency thereof), corporation, partnership, trust or joint venture that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless after review the minister designated for the purposes of the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. If we are determined to be a “Canadian business” for purposes of the Investment Act, then an investment in our common stock by a non-Canadian (other than a “WTO Investor” as defined in the Investment Act) would be reviewable under the Investment Act if it was an investment to acquire control of us and the value of our assets was C$5 million or more. A non-Canadian (other than a WTO Investor) would be deemed to acquire control for the purposes of the Investment Act if the non-Canadian acquired a majority of our common stock outstanding (or less than a majority but controlled us in fact through the ownership of one-third or more of the outstanding common stock) unless it could be established that, on the acquisition, we were not controlled in fact by the acquiror through the ownership of such stock. Certain transactions in relation to our common stock would be exempt from review under the Investment Act, including, among others, the following:

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The Investment Act provides for special review thresholds for WTO Investors, who are essentially a natural or permanent resident of a World Trade Organization (“WTO”) country, or an entity controlled by such persons. The United States is a member of the WTO. Under the Investment Act, an investment in our common stock by a WTO Investor would be reviewable only if it was an investment to acquire control and the value of our assets was equal to or greater than a specified amount (the “Review Threshold”), which increases in stages. The Review Threshold is currently C$354 million, and is adjusted annually (calculated as prescribed in the Investment Act).

The provisions of the Investment Act may have an anti-takeover effect as they may operate to prevent non-Canadian persons from directly or indirectly acquiring control of us.

Listing

Our common stock is traded on the NYSE MKT and TSX under the symbol “MCZ.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company of Canada.

DESCRIPTION OF WARRANTS

General

We may issue warrants to purchase common stock. The warrants may be issued independently or together with any securities and may be attached to or separate from the securities. The warrants are to be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as shall be set forth in the prospectus supplement relating to warrants being offered pursuant to such prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms.

Outstanding Warrants

As of September 25, 2014, we have warrants to purchase an aggregate of 2,540,918 shares of our common stock.

Common Stock Warrants

The applicable prospectus supplement will describe the following terms of warrants offered:

Holders of warrants will not be entitled, by virtue of being such holders, to vote, consent, receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as our stockholders.

The exercise price payable and the number of shares of common stock purchasable upon the exercise of each warrant will be subject to adjustment in certain events, including the issuance of a stock dividend to holders

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of common stock or a stock split, reverse stock split, combination, subdivision or reclassification of common stock. In lieu of adjusting the number of shares of common stock purchasable upon exercise of each warrant, we may elect to adjust the number of warrants. No adjustments in the number of shares purchasable upon exercise of the warrants will be required until cumulative adjustments require an adjustment of at least 1% thereof. We may, at our option, reduce the exercise price at any time.

No fractional shares will be issued upon exercise of warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing, in case of any consolidation, merger, or sale or conveyance of our property as an entirety or substantially as an entirety, the holder of each outstanding warrant shall have the right to the kind and amount of shares of stock and other securities and property, including cash, receivable by a holder of the number of shares of common stock into which the warrant was exercisable immediately prior to the transaction.

Exercise of Warrants

Each warrant will entitle the holder to purchase for cash such principal amount of securities or shares of common stock at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void.

The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered. Upon receipt of payment and the taking of other action specified in the applicable prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

DESCRIPTION OF DEBT SECURITIES

This prospectus contains a summary of the general terms of the debt securities we may offer pursuant to a prospectus supplement. When we offer to sell a particular series of debt securities, we will provide the specific terms of the series in a prospectus supplement. Accordingly, for a description of the terms of any series of debt securities, you must refer to the prospectus supplement relating to that series and the description of the debt securities in this prospectus. To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.

The debt securities that may be offered by this prospectus will be issued under an indenture between us and the trustee, for one or more series of debt securities designated in the applicable prospectus supplement. The indenture is subject to, and governed by, the Trust Indenture Act of 1939, as amended. We incorporate by reference the form of indenture as an exhibit to the registration statement of which this prospectus forms a part and you should read the indenture carefully for the provisions that may be important to you. We have summarized selected portions of the indenture below. The summary is not complete. Terms used in the summary and not defined in this prospectus have the meanings specified in the indenture.

General

We can issue an unlimited amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium or at a discount. The debt securities may be senior debt securities, senior subordinated debt securities or subordinated debt securities. The terms of each series of debt securities will be established by or pursuant to a resolution of the Board and detailed or determined in the manner provided in a Board resolution, an officers’ certificate or by a supplemental indenture.

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We will set forth in a prospectus supplement relating to any series of debt securities being offered, the initial offering price, the aggregate principal amount and the following terms of the debt securities:

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We may issue debt securities that are exchangeable and/or convertible into shares of our common stock. The terms, if any, on which the debt securities may be exchanged for and/or converted will be set forth in the applicable prospectus supplement. Such terms may include provisions for conversion, either mandatory, at the option of the holder or at our option, in which case the number of shares of common stock or other securities to be received by the holders of debt securities would be calculated as of a time and in the manner stated in the prospectus supplement.

We may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.

If we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

Transfer and Exchange

Each debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, as depositary, or a nominee of the depositary (we will refer to any debt security represented by a global debt security as a book-entry debt security), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a certificated debt security), as described in the applicable prospectus supplement. Except as described under “Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.

Certificated Debt Securities. You may transfer or exchange certificated debt securities at the trustee’s office or paying agencies in accordance with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.

You may transfer certificated debt securities and the right to receive the principal of, premium and interest on, certificated debt securities only by surrendering the old certificate representing those certificated debt securities and either we or the trustee will reissue the old certificate to the new holder or we or the trustee will issue a new certificate to the new holder.

Global Debt Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary.

We will require the depositary to agree to follow the following procedures with respect to book-entry debt securities.

Ownership of beneficial interests in book-entry debt securities will be limited to persons that have accounts with the depositary for the related global debt security, whom we refer to as participants, or persons that may

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hold interests through participants. Upon the issuance of a global debt security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the book-entry debt securities represented by the global debt security beneficially owned by such participants. The accounts to be credited will be designated by any dealers, underwriters or agents participating in the distribution of the book-entry debt securities. Ownership of book-entry debt securities will be shown on, and the transfer of the ownership interests will be effected only through, records maintained by the depositary for the related global debt security (with respect to interests of participants) and on the records of participants (with respect to interests of persons holding through participants). The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to own, transfer or pledge beneficial interests in book-entry debt securities.

So long as the depositary for a global debt security, or its nominee, is the registered owner of that global debt security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the book-entry debt securities represented by such global debt security for all purposes under the indenture. Except as described herein, beneficial owners of book-entry debt securities will not be entitled to have securities registered in their names, will not receive or be entitled to receive physical delivery of a certificate in definitive form representing securities and will not be considered the owners or holders of those securities under the indenture. Accordingly, to exercise any rights of a holder under the indenture, each person beneficially owning book-entry debt securities must rely on the procedures of the depositary for the related global debt security and, if that person is not a participant, on the procedures of the participant through which that person owns its interest.

We will make payments of principal of, and premium and interest on, book-entry debt securities to the depositary or its nominee, as the case may be, as the registered holder of the related global debt security. We, the trustee and any other agent of ours or agent of the trustee will not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global debt security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that the depositary, upon receipt of any payment of principal of, premium or interest on, a global debt security, will immediately credit participants’ accounts with payments in amounts proportionate to the respective amounts of book-entry debt securities held by each participant as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in book-entry debt securities held through those participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

We will issue certificated debt securities in exchange for each global debt security if the depositary is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days. In addition, we may at any time and in our sole discretion determine not to have any of the book-entry debt securities of any series represented by one or more global debt securities and, in that event, we will issue certificated debt securities in exchange for the global debt securities of that series. Global debt securities will also be exchangeable by the holders for certificated debt securities if an event of default with respect to the book-entry debt securities represented by those global debt securities has occurred and is continuing. Any certificated debt securities issued in exchange for a global debt security will be registered in such name or names as the depositary shall instruct the trustee. We expect that such instructions will be based upon directions received by the depositary from participants with respect to ownership of book-entry debt securities relating to such global debt security.

We have obtained the foregoing information in this section concerning the depositary and the depositary’s book-entry system from sources we believe to be reliable. We take no responsibility for the depositary’s performance of its obligations under the rules and regulations governing its operations.

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No Protection in the Event of a Change in Control

Unless we provide otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) that could adversely affect holders of debt securities.

Covenants

We will describe in the applicable prospectus supplement any restrictive covenants applicable to an issue of debt securities.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into, or convey, transfer or lease all or substantially all of our properties and assets to, any person, such person to be referred to as a “successor person”, and we may not permit any person to merge into, or convey, transfer or lease its properties and assets substantially as an entirety to us, unless:

Events of Default

“Event of default” means, with respect to any series of debt securities, any of the following:

No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other

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series of debt securities. An event of default may also be an event of default under our bank credit agreements or other debt securities in existence from time to time and under certain guaranties by us of any subsidiary indebtedness. In addition, certain events of default or an acceleration under the indenture may also be an event of default under some of our other indebtedness outstanding from time to time.

If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing (other than certain events of our bankruptcy, insolvency or reorganization), then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by written notice to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and accrued and unpaid interest, if any, of all debt securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, of all outstanding debt securities will become and be immediately due and payable without any declaration or other act by the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before the trustee has obtained a judgment or decree for payment of the money due, the holders of a majority in principal amount of the outstanding debt securities of that series may, subject to our having paid or deposited with the trustee a sum sufficient to pay overdue interest and principal which has become due other than by acceleration and certain other conditions, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. For information as to waiver of defaults see the discussion under “Modification and Waiver” below. We refer you to the applicable prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of the discount securities upon the occurrence of an event of default and the continuation of an event of default.

The indenture provides that the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of outstanding debt securities, unless the trustee receives indemnity satisfactory to it against any loss, liability or expense. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:

Notwithstanding the foregoing, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.

The indenture requires us, within 90 days after the end of our fiscal year, to furnish to the trustee a certificate as to compliance with the indenture. The indenture provides that the trustee may withhold notice to the

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holders of debt securities of any series of any default or event of default (except in payment on any debt securities of that series) with respect to debt securities of that series if it in good faith determines that withholding notice is in the interest of the holders of those debt securities.

Modification and Waiver

We and the trustee may modify and amend the indenture with the consent of the holders of the outstanding debt securities of each series affected by the modifications or amendments. However, we and the trustee may not make any modification or amendment without the consent of the holder of each affected debt security then outstanding if that amendment will:

Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of that series, waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.

Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

Legal Defeasance. The indenture provides that, unless the terms of the applicable series of debt securities provide otherwise, we may be discharged from any and all obligations in respect of the debt securities of any series (except for certain obligations to register the transfer or exchange of debt securities of the series, to replace stolen, lost or mutilated debt securities of the series, and to maintain paying agencies and certain provisions relating to the treatment of funds held by paying agents). We will be so discharged upon the deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, foreign government obligations (as described at the end of this section),

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that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of such payments in accordance with the terms of the indenture and those debt securities.

This discharge may occur only if, among other things, we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that we have received from, or there has been published by, the U.S. Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that holders of the debt securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.

Defeasance of Certain Covenants. The indenture provides that, unless the terms of the applicable series of debt securities provide otherwise, upon compliance with certain conditions, we may omit to comply with the restrictive covenants contained in the indenture, as well as any additional covenants contained in a supplement to the indenture, a Board resolution or an officers’ certificate delivered pursuant to the indenture. The conditions include:

Covenant Defeasance and Events of Default. In the event we exercise our option, as described above, not to comply with certain covenants of the indenture with respect to any series of debt securities and the debt securities of that series are declared due and payable because of the occurrence of any event of default, the amount of money and/or U.S. government obligations or foreign government obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities of that series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities of that series at the time of the acceleration resulting from the event of default. However, we will remain liable for those payments.

Governing Law

The indenture and the debt securities will be governed by, and construed in accordance with, the internal laws of the State of New York.

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DESCRIPTION OF RIGHTS

General

We may issue rights to our stockholders to purchase shares of our common stock described in this prospectus. We may offer rights separately or together with one or more additional rights, common stock, warrants or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent for any rights we offer will be set forth in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.

The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:

If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.

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DESCRIPTION OF UNITS

We may, from time to time, issue units comprised of one or more of the other securities described in this prospectus in any combination. A prospectus supplement will describe the specific terms of the units offered under that prospectus supplement, and any special considerations, including tax considerations, applicable to investing in those units. You must look at the applicable prospectus supplement and any applicable unit agreement for a full understanding of the specific terms of any units. We will incorporate by reference into the registration statement of which this prospectus is a part the form of unit agreement, including a form of unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related series of units. While the terms we have summarized below will generally apply to any future units that we may offer under this prospectus, we will describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement and incorporated documents. The terms of any units offered under a prospectus supplement may differ from the terms described below.

General

We may issue units consisting of common stock, rights, warrants or any combination thereof. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time, or at any time before a specified date.

We will describe in the applicable prospectus supplement and any incorporated documents the terms of the series of units, including the following:

The provisions described in this section, as well as those described under “Description of Common Stock,” “Description of Rights,” and “Description of Warrants” will apply to each unit and to any common stock, warrant or right included in each unit, respectively.

Issuance in Series

We may issue units in such amounts and in such numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit, without the consent of the related unit agent or the holder of any other unit, may enforce by appropriate legal action its rights as holder under any security included in the unit.

Title

We, the unit agent, and any of its agents may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purposes and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.

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LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon for us by McMillan LLP, Toronto, Ontario.

EXPERTS

The consolidated financial statements of Mad Catz Interactive, Inc. as of March 31, 2014 and 2013, and for each of the years in the three-year period ended March 31, 2014, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Exchange Act, and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. Our SEC filings are also available at the SEC’s website at http://www.sec.gov.

This prospectus and any accompanying prospectus supplement are only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act, and therefore omit certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at the SEC’s public reference facilities or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

We also maintain a website at www.madcatz.com through which you can access our filings with the SEC. The information contained in, or accessible through, our website is not a part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We have elected to “incorporate by reference” certain information into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to another document we have filed with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC:

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Certain Current Reports on Form 8-K dated both prior to and after the date of this prospectus are or will be furnished to the SEC and shall not be deemed “filed” with the SEC and will not be incorporated by reference into this prospectus. However, all other reports and documents filed by us after the date of this prospectus under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the termination of the offering of the securities covered by this prospectus will also be deemed incorporated by reference in this prospectus and considered to be part of this prospectus from the date those documents are filed.

You should read the information relating to us in this prospectus together with the information in the documents incorporated by reference.

You may obtain a copy of any of the above-referenced documents, at no cost, from our website at www.madcatz.com. Except as specifically incorporated herein above, the information contained in, or that can be accessed through, our website is not part of this prospectus. We will also furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct your requests for documents to:

Director, Investor Relations

Mad Catz Interactive, Inc.

7480 Mission Valley Road, Suite 101

San Diego, California 92108

(619) 683-9830

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Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

The expenses in connection with the issuance and distribution of the securities being registered hereunder, other than underwriting discounts and commissions, are estimated below.

Subsection 124(1) of the Canada Business Corporations Act permits and Section 7.02 of the Registrant’s General By-laws requires the Registrant to indemnify its directors and officers, former directors and officers, and persons who have acted at the Registrant’s request as directors or officers of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, if (a) the individual acted honestly and in good faith with a view to the best interests of the Registrant or the other entity, as the case may be, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. Where the conditions in (a) and (b) are met and the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, Subsection 124(5) of the Canada Business Corporations Act requires that the Registrant indemnify the individual for all costs, charges and expenses reasonably incurred in defense of such proceedings.

Subsection 124(4) of the Canada Business Corporations Act and the Registrant’s General By-laws provide that the Registrant may, with the approval of a court, indemnify a person referred to in Subsection 124(1) in respect of an action by or on behalf of the Registrant or other entity referred to in Subsection 124(1) to procure a judgment in its favor, to which the individual is made a party by reason of the individual’s association with the Registrant or other entity, against all costs, charges and expenses reasonably incurred by the individual in connection with such action if (a) the individual acted honestly and in good faith with a view to the best interests of the Registrant or the other entity, as the case may be, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

Subsection 124(2) of the Canada Business Corporations Act and the Registrant’s General By-laws permit the Registrant to advance monies to an individual referred to in Subsection 124(1) for costs, charges and expenses of a proceeding referred to in Subsection 124(1) provided that the individual must repay the moneys so advanced if the individual (a) did not act honestly and in good faith with a view to the best interests of the Registrant or the other entity, as the case may be, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, did not have reasonable grounds for believing that the individual’s conduct was lawful.

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The Canada Business Corporations Act and the Registrant’s General By-laws permit and the Registrant has purchased and presently maintains insurance on behalf of its officers and directors.

(a) The undersigned registrant hereby undertakes:

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission

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by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 4115(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated by reference in the 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) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(h) Insofar as indemnification for liabilities arising under the Securities Act 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.

(i) The undersigned registrant hereby undertakes that:

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on September 25, 2014.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Darren Richardson and Karen McGinnis, and each or either of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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:

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EXHIBIT INDEX

Exhibit 3.1

				Industry and Science				Industrie et Sciences
				Canada				Canada

				August 25, 1993/le 25 août 1993
		Director - Directeur		Date of Incorporation - Date de constitution

				0432

		Consumer and		Consommation et		FORM 1 ARTICLES OF INCORPORATION (SECTION 6)		FORMULE 1 STATUTS CONSTITUTIFS (ARTICLE 6)
		Corporate Affairs Canada		Affaires commerciales Canada
		Canada Business		Loi régissant les sociétés
		Corporations Act		par actions de régime fédéral

Name(s) — Nom(s)		Address (include postal code) Adresse (inclure le code postal)		Signature
Fondateurs Inteltex Inc.       Inteltex Incorporators Inc.		651, Notre-Dame Street West Montreal, Quebec, H3C 1J1

FOR DEPARTEMENTAL USE ONLY — À L’USAGE DU MINISTÈRE SEULEMENT				Filed — Déposée
Corporation No. — N° de la société		294869 - 9

7530-21-936-1385(01-93) 46

SCHEDULE A

SHARE CAPITAL

The unlimited share capital of the corporation carries three (3) classes of shares with the following rights, privileges, restrictions and conditions:

A) CLASS A SHARES: The rights, privileges, restrictions and conditions attached to an unlimited number of class A shares, are as follows:

1) Dividends and participation. Subject to the rights and privileges attached to other classes of shares, the holders of class A shares shall have the right:

a) to participate in the property, profits and surplus assets of the corporation, and for that purpose, to receive any dividend declared by the corporation, and

b) to receive the remaining property of the corporation upon dissolution.

2) Right to vote. The holders of class A shares shall have the right to vote at any meeting of the shareholders of the corporation. Each class A share confers one (1) vote, except at meetings at which only the holders of some other class of shares are entitled to vote.

B) CLASS B SHARES: The rights, privileges, restrictions and conditions attached to an unlimited number of class B shares, are as follows:

1) Dividends. Holders of class B shares shall have the right to receive, prior to holders of class A and C shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, an annual, preferential, non-cumulative dividend based on the prime rate for commercial loans consented by the financial institution of the corporation at the date of declaration of dividends, less two per cent (2%), to the amount added to the stated capital account for these shares; this dividend shall be payable from the date, at the time and in the manner which may be determined by the directors.

2) Reimbursement. In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class B shares shall have the right, prior to holders of class A and C shares, to be reimbursed the amount added to the stated capital account for class B shares and to be paid the amount of any declared unpaid dividends on class B shares.

3) Additional participation. The holders of class B shares shall not otherwise participate in the profits or surplus assets of the corporation.

4) Right to vote. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class B shares shall not be entitled, as class B holders only, to vote at any meeting of shareholders of the corporation, to attend same and to receive a notice thereof.

5) Right to redeem. Subject to the provisions of subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT, class B shares shall be redeemed, partially or in totality, by the corporation at any time on written demand of class B shareholders, at a price equal to the amount added to the stated capital account for these shares, plus, as the case may be, the declared unpaid dividends on class B shares. Upon receipt of such a request, the corporation shall redeem these shares forthwith and within thirty (30) days following that date, and shall pay the redemption price of these shares to the former holders of class B shares.

On the date of redemption, class B shares redeemed with the agreement of their holders shall be cancelled, and the corporation shall reduce its stated capital account for class B shares according to the provisions of section 39 of the CANADA BUSINESS CORPORATIONS ACT.

6) Right to purchase. Subject to the provisions of subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, in its discretion, without notice and without regard to other classes of shares, purchase by mutual consent all or part of the outstanding class B shares at the best possible price.

On the date of purchase, the purchased class B shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class B shares according to the provisions of section 39 of the CANADA BUSINESS CORPORATIONS ACT.

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C) CLASS C SHARES: The rights, privileges, restrictions and conditions attached to an unlimited number of class C shares, are as follows:

1) Dividends. Holders of class C shares shall have the right to receive, prior to holders of class A shares, but after holders of class B shares, out of the funds applicable to the payment of dividends, as and when such dividends are declared, an annual, preferential, non-cumulative dividend based on the prime rate for commercial loans consented by the financial institution of the corporation at the date of declaration of dividends, less two per cent (2%), to the amount added to the stated capital account for these shares; this dividend shall be payable from the date, at the time and in the manner which may be determined by the directors.

2) Reimbursement. In the event the property of the corporation should be distributed following its dissolution, voluntary or forced liquidation or otherwise, holders of class C shares shall have the right, prior to holders of class A shares, but after holders of class B shares, to be reimbursed the amount added to the stated capital account for class C shares and to be paid the amount of any declared unpaid dividends on class C shares.

3) Additional participation. The holders of class C shares shall not otherwise participate in the profits or surplus assets of the corporation.

4) Right to vote. Subject to the provisions of the CANADA BUSINESS CORPORATIONS ACT, holders of class C shares shall not be entitled, as class C holders only, to vote at any meeting of shareholders of the corporation, to attend same and to receive a notice thereof.

5) Unilateral right to redeem. Subject to the provisions of subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, in its discretion, redeem class C shares unilaterally by giving a thirty (30) day written notice and paying a price equal to the amount added to the stated capital account for these shares, plus the amount of any declared unpaid dividends on these shares. In the event of partial redemption, such redemption shall be proportionate to the number of outstanding class C shares, excluding fractions of shares.

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On the date of redemption, the redeemed class C shares shall be cancelled, and the corporation shall reduce its stated capital account for class C shares according to the provisions of section 39 of the CANADA BUSINESS CORPORATIONS ACT.

6) Right to purchase. Subject to the provisions of subsection 36(2) of the CANADA BUSINESS CORPORATIONS ACT, the corporation may, in its discretion, without notice and without regard to other classes of shares, purchase by mutual consent all or part of the outstanding class C shares at the best possible price.

On the date of purchase, the purchased class C shares shall automatically be cancelled, and the corporation shall reduce its stated capital account for class C shares according to the provisions of section 39 of the CANADA BUSINESS CORPORATIONS ACT.

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SCHEDULE B

RESTRICTIONS ON THE TRANSFER OF SHARES

No share issued by the corporation shall be transfered without the consent of the directors, which shall be confirmed by a resolution of the Board of directors. Such consent may be given after the transfer has been registered in the books of the corporation, in which case the transfer will be valid and will take effect retroactively upon the date that the transfer was recorded.

SCHEDULE C

OTHER PROVISIONS

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be the Certificate and Articles of Amendment of PATCH VENTURES INC., issued pursuant to the Canada Business Corporations Act dated October 18, 1993, the copy having been compared by me with the said original document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City of Toronto, this 27th day of April, 1999.

A Notary Public in and for the Province of Ontario

				Industry and Science Canada				Industrie et Sciences Canada

				October 18, 1993/le 18 octobre 1993
		Director - Directeur		Date of Amendment - Date de modification

				0432

CONSUMER AND CORPORATE AFFAIRS CANADA

CANADA BUSINESS CORPORATIONS ACT

(Form 4)

ARTICLES OF AMENDMENT

(Section 27 or 177)

1. Section 3 of the Articles of the Corporation shall be amended in the following manner:

2. Upon Articles of Amendment becoming effective in accordance with the Act, the classes and any maximum number of shares which the Corporation is authorized to issue shall consist of an unlimited number of common shares having attached thereto the rights, privileges, restrictions and conditions set forth in Schedule “A” attached hereto.

3. Section 4 of the Articles of the Corporation shall, pursuant to section 173(1)(n) of the Act, be amended by removing therefrom the restrictions on share transfers as set forth in Schedule “B” attached to the Articles of Incorporation of the Corporation and substituting therefor:

No restrictions

4. Section 5 of the Articles of the Corporation shall, pursuant to section 173(1)(m) of the Act, be amended by increasing the minimum number of directors that the Corporation may have from one (1) to three (3) and increasing the maximum number of directors the Corporation may have from ten (10) to twelve (12), so that the minimum and maximum number of directors that the Corporation may have shall be:

Minimum - 3; maximum - 12

5. Section 7 of the Articles of the Corporation shall, in accordance with section 173(1)(o) of the Act, be amended by removing, in their entirety, the provisions set forth in Schedule “C” attached to the Articles of incorporation of the Corporation.

DATE   SEPTEMBER 30, 1993		SIGNATURE		DESCRIPTION OF OFFICE   DIRECTOR
		ALAIN LAMBERT

FOR DEPARTMENTAL USE ONLY		FILED

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SCHEDULE “A”

TO THE ARTICLES OF AMENDMENT OF

PATCH VENTURES INC.

There shall be attached to the common shares, the following rights, privileges, restrictions and conditions, namely:

1. The holders of common shares shall be entitled to receive notice of, and to vote at every meeting of the shareholders of the Corporation and shall have one (1) vote thereat for each such common share so held.

2. The holders of common shares shall be entitled to receive such dividend as the directors may from time to time, by resolution, declare.

3. In the event of liquidation, dissolution or winding-up of the Corporation or upon any distribution of the assets of the Corporation among shareholders being made (other than by way of dividend out of monies properly applicable to the payment of dividends) the holders of common shares shall be entitled to share pro rata.

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be the Certificate and Articles of Amendment of PATCH VENTURES INC. changing its name to LEGACY STORAGE SYSTEMS INTERNATIONAL INC., issued pursuant to the Canada Business Corporations Act dated August 8, 1994, the copy having been compared by me with the said original document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City of Toronto, this 27th day of April, 1999.

A Notary Public in and for the Province of Ontario

				Industry Canada				Industrie Canada

				August 8, 1994/le 8 août 1994
		Director - Directeur		Date of Amendment - Date de modification

				7530-21-936-2140 (12-93)

CONSUMER AND CORPORATE AFFAIRS CANADA

CANADA BUSINESS CORPORATIONS ACT

(Form 4)

ARTICLES OF AMENDMENT

(Section 27 or 177)

LEGACY STORAGE SYSTEMS INTERNATIONAL INC.

DATE   July 24/94		SIGNATURE		DESCRIPTION OF OFFICE   PRESIDENT
		DAVID J. KILLINS

FOR DEPARTMENTAL USE ONLY		FILED

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be a government certified copy of the Certificate and Articles of Amendment of LEGACY STORAGE SYSTEMS INTERNATIONAL INC., issued pursuant to the Canada Business Corporations Act dated September 5, 1995, the copy having been compared by me with the said original document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City of Toronto, this 27th day of April, 1999.

A Notary Public in and for the Province of Ontario

				Industry Canada				Industrie Canada
				Canada Business Corporations Act				Loi canadienne sur les sociétés par actions

		Deputy Director - Directeur adjoint		Date

				Industry Canada				Industrie Canada

				IC 3411 (10-94) (cca 2140)

		Consumer and		Consommation et		FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 177)		FORMULE 4 CLAUSES MODIFICATRICES (ARTICLE 27 OU 177)
		Corporate Affairs Canada		Affaires commerciales Canada
		Canada Business		Loi régissant les sociétés
		Corporations Act		par actions de régime fédéral

See Schedules “A” “B” attached.

Date		Signature				Title — Titre
August 31, 1995						President
7530-21-936-1387 (01-93) 46						FOR DEPARTMENTAL USE ONLY - À L’USAGE DU MINISTÈRE SEULEMENT Filed - Déposée

SCHEDULE “A”

to the Articles of Amendment of

LEGACY STORAGE SYSTEMS INTERNATIONAL INC.

WHEREAS the Corporation has outlined to its shareholders a proposal to amend its Articles to provide for the creation of two classes of preferred shares.

IT WAS RESOLVED as a special resolution by two-thirds majority of the votes cast by shareholders that:

Class A Preferred Shares

The rights, privileges, restrictions and conditions attaching to the Class A Preferred Shares are as follows:

(a) One or More Series - The Class A Preferred Shares may at any time and from time to time be issued in one or more series.

(b) Terms of Each Series - Subject to the Canada Business Corporations Act (the “Act”), the directors may fix, before the issue thereof, the number of Class A Preferred Shares of each series, the designation, rights, privileges, restrictions and conditions attaching to the Class A Preferred Shares of each series, including, without limitation, any voting rights, any right to receive dividends (which may be cumulative or non-cumulative and variable or fixed) or the means of determining such dividends, the dates of payment thereof, any terms and conditions of redemption or purchase, any conversion rights, and any rights on the liquidation, dissolution or winding-up of the Corporation, any sinking fund or other provisions, the whole to be subject to the issue of a certificate of amendment setting forth the designation, rights, privileges, restrictions and conditions attaching to the Class A Preferred Shares of the series.

(c) Voting Rights - Subject to the Act, the holders of Class A Preferred Shares shall not, as such, be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting, unless the Corporation shall fail, for a period of eighteen consecutive months, to pay dividends at the prescribed rate, if any, on the Class A Preferred Shares, whereupon and so long as any such dividends shall remain in arrears, the holders of the Class A Preferred Shares shall be entitled to receive notice of, to attend and vote at all meetings of the shareholders, except meetings at which only holders of a specified class of shares are entitled to attend.

(d) Dividend and Distribution Preference - The Class A Preferred Shares shall be entitled to preference over the Common Shares of the Corporation and the Class B Preferred Shares of the Corporation and over any other shares ranking junior to the Class A Preferred Shares with respect to priority in the payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs.

(e) Ranking of Class A Preferred Shares - The Class A Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, rank on a parity with the Class A Preferred Shares of every other series. If any amount of cumulative dividends (whether or not declared) or declared non-cumulative dividends or any amount payable on any such distribution of assets constituting a return of capital in respect of the Class A Preferred Shares of any series is not paid in full, the Class A Preferred Shares of such series shall participate ratably with the Class A Preferred Shares of every other series in respect of all such dividends and amounts.

Class B Preferred Shares

The Class B Preferred Shares shall consist of an unlimited number of shares and shall be designated as Class B Preferred Shares (the “Class B Preferred Shares”). The rights, privileges, restrictions and conditions attaching to the Class B Preferred Shares are as follows:

In these Class B Preferred Share conditions, the following words and phrases shall have the following meanings:

- 2 -

Subject to the Act, the holders of Class B Preferred Shares shall be entitled to receive notice of, and to vote at every meeting of the shareholders of the Corporation and shall have one vote thereof for each such Class B Preferred Share so held.

Subject to the Act, the holders of Class B Preferred Shares shall be entitled to receive such dividends as the directors may from time to time, by resolution, declare. If the Corporation pays a dividend or makes any other distribution in cash or property or securities of the Corporation (including rights, options or warrants to acquire Common Shares, securities convertible into or exchangeable for Common Shares and evidences of its indebtedness) to all or substantially all of the holders of Common Shares, the Corporation agrees that it will pay the same amount of such dividend or make the same distribution of cash, property or securities to the Holder as if the Holder was the holder of the number of Common Shares which the Holder is entitled to receive upon the conversion of the number of Class B Preferred Shares then held (collectively the “Dividends”).

In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or upon any distribution of the assets of the Corporation among shareholders being made (other than by way of dividend out of monies properly applicable to the payment of dividends) the holders of the Class B Preferred Shares shall be entitled to receive $0.01 per Class B Preferred Share before any distribution of any part of the assets of the Corporation among the holders of the Common Shares and thereafter the holders of Class B Preferred Shares and Common Shares shall be entitled to share pro rata and pari passu.

- 3 -

Subject always to the prior rights of the holders of the Class A Preferred Shares, as set out in the provisions attached thereto, the Class B Preferred Shares shall be entitled to preference over the Common Shares and any other shares of the Corporation ranking junior to the Class B Preferred Shares with respect to the payment of dividends and in the distribution of assets in the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs.

together with all accrued and unpaid or undistributed Dividends (collectively the “Purchase Price”).

- 4 -

- 5 -

- 6 -

- 7 -

- 8 -

then, in any one or more of such cases, the Corporation shall give to the Holder, at least twenty days’ prior written notice of the record date for such dividend, distribution or pro rata offer, or for determining rights to vote with respect to such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up. Such notice shall also specify, in the case of any such dividend, distribution or pro rata offer, the date on which the holders of Common Shares shall be entitled thereto, and each such notice shall also specify the date on which the holders of Common Shares shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be.

The holders of the Class B Preferred Shares shall not be entitled to vote separately as a series or to dissent upon a proposal to amend the articles:

- 9 -

SCHEDULE B

to the Articles of Amendment of

LEGACY STORAGE SYSTEMS INTERNATIONAL INC.

IT WAS RESOLVED as a special resolution by a two-thirds majority of the votes cast by shareholders that:

The Articles of the Corporation be amended by adding the following provision to Section 7 thereof:

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be the Certificate and Articles of Amendment of LEGACY STORAGE SYSTEMS INTERNATIONAL INC., issued pursuant to the Canada Business Corporations Act dated December 8, 1995, the copy having been compared by me with the said original document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City of Toronto, this 27th day of April, 1999.

A Notary Public in and for the Province of Ontario

		Industry Canada		Industrie Canada

		Consumer and		Consommation et		FORM 4 ARTICLES OF AMENDMENT (SECTION 27 OR 177)		FORMULE 4 CLAUSES MODIFICATRICES (ARTICLES 27 OU 177)
		Corporate Affairs Canada		Affaires commerciales Canada
		Canada Business		Loi régissant les sociétés
		Corporations Act		par actions de régime fédéral

to create 15,360,000 shares of a series of the Class A Preferred Shares to be designated as Class A Preferred Shares, Series 1. The rights, privileges, restrictions and conditions attaching to the Class A Preferred Shares, Series 1 are set out in Schedule “A” annexed hereto, which schedule is incorporated into this form.

Date		Signature				Title — Titre
December    7/95						Director
7530-21-936-1387 (01-93) 46						FOR DEPARTMENTAL USE ONLY - Á L’USAGE DU MINISTÉRE SEULEMENT Filed - Déposée

SCHEDULE “A”

Class A Preferred Shares, Series 1

The first series of Class A Preferred Shares shall consist of 15,360,000 shares and shall be designated as Class A Preferred Shares, Series 1 (the “Class A Preferred Shares, Series 1”). The rights, privileges, restrictions and conditions attaching to the Class A Preferred Shares, Series 1 are as follows:

In these share conditions, the following words and phrases shall have the following meanings:

Subject to the Act, the holders of the Class A Preferred Shares, Series 1 shall not, as such, be entitled to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting, but shall be entitled to receive notice of and to attend, but not to vote at, any meeting of the shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale, lease or exchange of all or substantially all the property of the Corporation other than in the ordinary course of business.

The holders of the Class A Preferred Shares, Series 1 shall not be entitled to payment of any dividends declared by the directors of the Corporation.

Subject to the Act, the Corporation may, at any time, repurchase not less than all of the issued and outstanding Class A Preferred Shares, Series 1 upon the giving of notice to the holders thereof of its intention to do so, the giving of such notice being in the sole discretion of the Corporation, and on payment for each share to be repurchased of the Repurchase Price.

In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Class A Preferred Shares, Series 1 shall be entitled to receive, before any distribution of any part of the assets of the Corporation among the holders of the common shares, an amount equal to the Repurchase Price of such shares and no more.

(a) Option of Holder

A holder of any Class A Preferred Shares, Series 1 shall be entitled, at any time, to convert the whole or any part of the Class A Preferred Shares, Series 1 registered in the name of such holder on the books of the Corporation into common shares on a share for share basis.

A holder of such shares to be converted shall tender to the Corporation at its registered office a request in writing specifying that such holder desires to have the whole or any part of the Class A Preferred Shares, Series 1 registered in the name of such holder converted into common shares, together with the share certificates, if any, representing the shares which the registered holder desires to have converted. If a part only of the Class A Preferred Shares, Series 1 represented by any certificates are converted, a new certificate for the balance shall be issued by the Corporation.

(b) Option of Corporation

The Corporation shall be entitled from time to time or at any time to require the holders of any or all of the outstanding Class A Preferred Shares, Series 1 to convert not less than all of the issued and outstanding Class A Preferred Shares, Series 1 into common shares at any time. From time to time or at any time after 5:00 p.m. (Toronto time) on April 1, 1996 any or all of the outstanding Class A Shares, Series 1 shall be converted into

- 2 -

common shares on a share for share basis upon the Corporation giving notice of conversion to the holders thereof, the giving of such notice being in the sole discretion of the Corporation.

A holder of Class A Preferred Shares, Series 1 so converted shall be entitled to receive a certificate or certificates representing the common shares into which such Class A Preferred Shares, Series 1 have been converted upon surrender to the Corporation at its registered office, certificates, if any, representing such Class A Preferred Shares, Series 1 held by the registered holder.

(c) Anti-Dilution - In the event the Class A Preferred Shares, Series 1 or the common shares are at any time subdivided, consolidated or changed into a greater or lesser number of shares of the same or another class or series, an appropriate adjustment shall be made in the rights and conditions attached to the Class A Preferred Shares, Series 1 so as to maintain the relative rights of the holders of such shares.

- 3 -

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be a government certified copy of the Certificate and Articles of Amendment of LEGACY STORAGE SYSTEMS INTERNATIONAL INC., issued pursuant to the Canada Business Corporations Act dated October 22, 1996, the copy having been compared by me with the said original government certified document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City of Toronto, this 21st day of May, 1999.

A Notary Public in and for the Province of Ontario

JE CERTIFIE, PAR LES PRÉSENTES, QUE LE DOCUMENT CI-JOINT EST UNE COPIE EXACTE D’UN DOCUMENT CONTENU DANS LES LIVRES TENUS PAR LE DIRECTEUR.

 

Date

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be a government certified copy of the Certificate and Articles of Amendment of LEGACY STORAGE SYSTEMS INTERNATIONAL INC., issued pursuant to the Canada Business Corporations Act dated October 22, 1996, the copy having been compared by me with the said original government certified document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City of Toronto, this 21st day of May, 1999.

JE CERTIFIE, PAR LES PRÉSENTES, QUE LE DOCUMENT CI-JOINT EST UNE COPIE EXACTE D’UN DOCUMENT CONTENU DANS LES LIVRES TENUS PAR LE DIRECTEUR.

 

Date

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be the Certificate and Articles of Amendment of LEGACY STORAGE SYSTEMS INTERNATIONAL INC. changing its name to TECMAR TECHNOLOGIES INTERNATIONAL INC., issued pursuant to the Canada Business Corporations Act dated December 17, 1996, the copy having been compared by me with the said original document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City of Toronto, this 27th day of April, 1999.

Date		Signature		Title - Titre
DECEMBER 16, 1996				Chris Hewat – Director
				FOR DEPARTMENTAL USE ONLY - À L’USAGE DU MINISTÈRE SEULEMENT Filed - Déposée

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be the Certificate and Articles of Amendment of TECMAR TECHNOLOGIES INTERNATIONAL INC., issued pursuant to the Canada Business Corporations Act dated March 6, 1997, the copy having been compared by me with the said original document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City of Toronto, this 27th day of April, 1999.

Section 2 of the Articles of the Corporation shall, pursuant to Section 173(1)(b) of the Canada Business Corporations Act, be amended by changing the place in Canada where the registered office of the Corporation is situated from the Regional Municipality of York, Province of Ontario to the Municipality of Metropolitan Toronto, Province of Ontario.

I, BALJIT SIERRA, a Notary Public in and for the Province of Ontario, by royal authority duly appointed, residing in the City of Toronto, in the said Province of Ontario, DO HEREBY CERTIFY that the paper writing hereto annexed, is a true copy of a document produced and shown to me and purporting to be the Certificate and Articles of Amendment of TECMAR TECHNOLOGIES INTERNATIONAL INC. changing its name to XENCET INVESTMENTS INC., issued pursuant to the Canada Business Corporations Act dated February 18, 1998, the copy having been compared by me with the said original document.

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal of office at the City Toronto this 27th day of April, 1999.

		February 18, 1998/le 18 février 1998
Director - Directeur		Date of Amendment - Date de modification

The name of the Corporation is changed to:

XENCET INVESTMENTS INC.