<PAGE> 1
As Filed With The Securities And Exchange Commission on June 13, 1996
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
COGNITRONICS CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1953544
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3 Corporate Drive
Danbury, Connecticut 06810-4130
(Address, including Zip Code, of Registrant's Principal Executive Offices)
_____________________
1990 STOCK OPTION PLAN
(Full Title of the Plan)
_____________________
Harold F. Mayer
Cognitronics Corporation
3 Corporate Drive
Danbury, Connecticut 06810-4130
(203) 830-3400
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
_____________________
Copy to:
EDWARD S. DAVIS, ESQ.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004-1482
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share* Offering Price* Fee
_____________________________________________________________________________
Common
Stock
Par Value
$.20 450,000 $4.9688 $2,235,960 $771.02
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*Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price of the Registrant's Common
Stock as reported on the American Stock Exchange on June 10, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INFORMATION INCORPORATED BY REFERENCE
Pursuant to General Instruction E of the Form S-8 Registration Statement
under the Securities Act of 1933, the contents of Registration Statement
No. 33-42544, registering the original issuance of securities pursuant to
the 1990 Stock Option Plan, and all amendments thereto, are hereby in-
corporated by reference.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Edward S. Davis, a member of the Board of Directors of the Company, is
a partner in the law firm of Hughes Hubbard & Reed LLP, which rendered the
legal opinion as to the legality of the securities being registered
included as Exhibit 5.1 hereto.
Item 8. EXHIBITS.
5.1 Opinion of Hughes Hubbard & Reed LLP as to the legality of the
securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this regi-
stration statement to be signed on its behalf by the undersigned, there-
unto duly authorized, in the City of Danbury, State of Connecticut, on
June 12, 1996.
COGNITRONICS CORPORATION
By /S/ Harold F. Mayer
--------------------------
Harold F. Mayer, Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Brian J. Kelley, Harold F. Mayer, Garrett
Sullivan and Edward S. Davis his true and lawful attorneys-in-fact and
agents, each acting alone, with full and several power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any
or all amendments, including post-effective amendments, and supplements to
this registration statement, and to file the same, with all exhibits thereun-
to and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as they or he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.
Signature Capacity Date
(i) Principal Executive Officer:
/S/Brian J. Kelley
------------------------- President and Chief June 12, 1996
Brian J. Kelley Executive Officer
(ii) Principal Financial and
Accounting Officer:
/S/ Garrett Sullivan
------------------------- Treasurer and Chief June 12, 1996
Garrett Sullivan Financial Officer
(iii) A Majority of the Board of Directors:
/S/ Edward S. Davis June 12, 1996
-------------------------
Edward S. Davis
/S/ Brain J. Kelley June 12, 1996
-------------------------
Brian J. Kelley
/S/ Jack Meehan June 12, 1996
-------------------------
Jack Meehan
-------------------------
William A. Merritt
/S/ Timothy P. Murphy June 12, 1996
-------------------------
Timothy P. Murphy
/S/ David H. Shepard June 12, 1996
-------------------------
David H. Shepard
/S/ Roy A. Strutt June 12, 1996
-------------------------
Roy A. Strutt
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
5.1 Opinion of Hughes Hubbard & Reed LLP as to the 5
legality of the securities being registered
23.1 Consent of Ernst & Young LLP 6
23.2 Consent of Counsel Included herein
in Exhibit 5.1
24.1 Power of Attorney Included herein
at Signature page
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Exhibit 5.1
June 11, 1996
Cognitronics Corporation
3 Corporate Drive
Danbury, CT 06810
Dear Sirs:
You have requested our opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") of Cognitronics Corporation (the
"Company"), under which the offer and sale of 450,000 shares of Common Stock,
par value $0.20 per share (the "Common Stock"), of the Company is to be
registered in connection with the Company's 1990 Stock Option Plan (the
"Plan").
In this connection, and as a basis for the opinion expressed below, we have
examined and relied upon originals or copies, certified or otherwise identi-
fied to our satisfaction, of such documents, corporate records, certificates
and other instruments including resolutions adopted by the Board of Directors
of the Company on March 4, 1993, May 18, 1994, March 5, 1996 and May 9, 1996
(the "Resolutions"), and we have made such examination of law as we have
deemed necessary or appropriate for the purposes of this opinion.
The law covered by the opinion set forth below is limited to the laws of the
State of New York.
Based upon the foregoing, assuming that any acceleration of vesting by the
Compensation Committee is, as required by the Plan, in return for reasonable
benefits to the Company, it is our opinion that the 450,000 shares of Common
Stock, when issued in accordance with the terms of the Plan and the Resolu-
tions, will be legally issued, fully paid and (subject to Section 630 of the
New York Business Corporation Law) nonassessable. The ten largest sharehold-
ers of a New York corporation, no shares of which are listed on a national
securities exchange or regularly quoted in an over-the-counter market by one
or more members of a national or an affiliated securities association, may be
personally liable, jointly and severally, under Section 630 of the New York
Business Corporation Law, for certain payments due to employees of the corpo-
ration.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/S/ Hughes Hubbard & Reed LLP
Hughes Hubbard & Reed LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Cognitronics Corporation 1990 Stock Option Plan
of our report dated March 13, 1996, with respect to the consolidated finan-
cial statements of Cognitronics Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.
/S/ Ernst & Young LLP
ERNST & YOUNG LLP
Stamford, Connecticut
June 11, 1996
