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As filed with the Securities and Exchange Commission PRIVATE
on
File No._________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
COMPUTER TRANSCEIVER SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
State of New Jersey 22-1842747
(State or Other Jurisdiction (IRS Employer ID No.)
of Incorporation or Organization)
23 Carol Street, Clifton, New Jersey 07014-0996
(Address of Principal Executive Offices) (Zip Code)
Agreement with the Law Offices of
Jeffrey D. Marks, Esq., P.C.
Thomas J. Tully, 23 Carol Street, Clifton, New Jersey 07014-0996
(973) 777-3500
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 line: _X_
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock 85,000 $ .02 (1) $1,700.00 $100.00
______________________________________________________________________
(1) Calculated pursuant to Rule 457(h).
Page 1 of 12 pages contained in the sequential numbering system.
The Exhibit Index may be found on Page 7 of the
sequential numbering system.
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ITEM 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference into the
registration statement:
The Company's Annual Report on Form 10-K for the year ended July
31, 1997, and all other reports filed pursuant to section 13(a) or
15(d) since the end of the year covered by above annual report.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities
covered hereby then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any
future Annual or Quarterly Report to Stockholders which is deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration
Statement.
The description of the Company's common stock which is contained
in the Company's Registration Statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
ITEM 4. Description of Securities.
Securities are registered under Section 12 of the Exchange Act.
ITEM 5. Interest of Named Experts and Counsel.
The validity of the issuance of the securities registered pursuant
to this Registration Statement is being passed upon for the
Company by the Law Offices of Jeffrey D. Marks, Esq., P.C., 415
Clifton Avenue, Clifton, New Jersey, 07015.
ITEM 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation limits directors'
liability for monetary damages for breaches of their duties of
care owed the Company to the fullest extent permitted by New York
law.
ITEM 7. Exemption from Registration Claimed.
Does not apply.
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ITEM 8. Exhibits.
5.1 Opinion of the Law Offices of Jeffrey D. Marks, Esq.,
P.C., regarding the legality of the securities being
offered hereby.
24.1 Consent of Arthur Andersen, L.L.P.
24.2 Consent of the Law Offices of Jeffrey D. Marks, Esq.,
P.C. (contained in Exhibit 5.1)
ITEM 9. Undertakings.
The undersigned hereby undertakes:
(1)(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the Registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
benefit offering thereof.
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(2) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Plan.
(3) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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
benefit offering thereof.
(4) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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 the requirements for filing a Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned thereunto duly authorized, in the City of
Clifton, State of New Jersey, on the 6th day of February, 1998.
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COMPUTER TRANSCEIVER SYSTEMS, INC.
BY: s/Thomas J. Tully
THOMAS J. TULLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
_________________ Chairman of the Board _________________
James Q. Maloy and Director
s/Ronald C. Byer Secretary, Treasurer February 6, 1998
Ronald C. Byer
s/Thomas J. Tully President and February 6, 1998
Thomas J. Tully Director
s/ Allen G. Jacobson Director February 6, 1998
Allen G. Jacobson
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________
COMPUTER TRANSCEIVER SYSTEMS, INC.
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EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page
5.1 Opinion of the Law Offices of Jeffrey
D. Marks, Esq., P.C., regarding the
legality of the securities being
offered hereby. 9
24.1 Consent of Arthur Andersen, L.L.P. 12
24.2 Consent of the Law Offices of Jeffrey
D. Marks, Esq., P.C., (contained in
Exhibit 5.1)
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EXHIBIT 5.1
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THE LAW OFFICES OF
JEFFREY D. MARKS, ESQ., P.C.
415 CLIFTON AVENUE
CLIFTON, NEW JERSEY 07015
(973) 253-8855
February 3, 1998
Computer Transceiver Systems, Inc.
23 Carol Street
P.O. Box 996
Clifton, New Jersey 07014-0996
RE: S-8 for Computer Transceiver Systems, Inc.
Gentlemen:
At your request, I have examined the form of Registration
Statement No.______________, which you are filing with the
Securities and Exchange Commission, on Form S-8 (the "Registration
Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 85,000 shares of your
Common Stock (the "Stock") issuable pursuant to the Agreement with
the Law Offices of Jeffrey D. Marks, Esq., P.C.
In rendering the following opinion, I have examined and
relied only upon the documents, and certificates of officers and
directors of the Company as are specifically described below. In
my examination, I have assumed the genuineness of all signatures,
the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original
documents of all documents submitted to me as copies. My
examination was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended
to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors
of the Company authorizing the Plan and the issuance of the Stock;
4. The Registration Statement;
5. The form of Plan.
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I have not undertaken, nor do I intend to undertake, any
independent investigation beyond such documents and records, or to
verify the adequacy or accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock to be
issued under the Plan, subject to effectiveness of the
Registration Statement and compliance with applicable blue sky
laws, and execution of the Plan in the form referred to herein,
when issued under the Plan, will be duly and validly authorized,
fully paid and non-assessable.
I express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Stock is proposed to be
offered and sold or as to the effect, if any, which non-compliance
with such laws might have on the validity of issuance of the
Stock.
I consent to the filing of this opinion as an exhibit to any
filing made with the Securities and Exchange Commission or under
any state or other jurisdiction's securities act for the purpose
of registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the Stock
described in the Registration Statement in connection with the
offering described therein. Other than as provided in the
preceding sentence, this opinion (i) is addressed solely to you,
(ii) may not be relied upon by any other party, (iii) covers only
matters of New York, New Jersey and federal law and nothing in
this opinion shall be deemed to imply any opinion related to the
laws of any other jurisdiction, (iv) may not be quoted or
reproduced or delivered by you to any other person, and (v) may
not be relied upon for any other purpose whatsoever. Nothing
herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I
am an expert with respect to any part of the Registration
Statement or Prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or
the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
The information set forth herein is as of the date of this
letter. I disclaim any undertaking to advise you of changes which
may be brought to my attention after the effective date of the
Registration Statement.
Very truly yours,
s/Jeffrey D. Marks
JEFFREY D. MARKS
JDM/cmr
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EXHIBIT 24.1
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Arthur Andersen LLP
Exhibit 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference I this registration statement of our
reports dated October 7, 1997 included in Computer Transceiver
Systems, Inc. Form 10-K for the year ended July 31, 1997 and to
all references to our Firm included in this registration
statement.
S/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 6, 1998
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