CONFORMED WITH EXHIBITS
Registration No. 2-96976-D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STATE OF INCORPORATION: EMPLOYER ID NUMBER:
COLORADO 84-0988179
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
DCI TELECOMMUNICATIONS, INC.
ADDRESS OF PRINCIPLE OFFICES:
303 LINWOOD AVENUE, FAIRFIELD, CT 06430
NAME AND ADDRESS OF REGISTERED AGENT FOR SERVICE:
JOSEPH J. MURPHY, PRESIDENT, DCI TELECOMMUNICATIONS, INC.
303 LINWOOD AVENUE, FAIRFIELD, CT 06430
TELEPHONE NUMBER: (203) 259-7713
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 [ ]
Title of Each Class Amount Proposed Proposed Amount of
of Securities to to be Offering Aggregate Registration
Registered Registered Price/ Offering Fee
Share Price
Common 157,000 $100.00
<PAGE>
Information Required in the Registration Statement
Item 3 - Incorporation of Documents by Reference
Following documents are incorporated by reference into this
Registration Statement, and made a part hereof:
(a) All other reports filed pursuant to Section 13(a) and
15(d) of the Exchange Act since the end of such fiscal year;
(b) The description of Securities of the Company offered
hereunder contained in the Certificate of Incorporation, as
amended and the Bylaws, as amended, and further described in the
Form S-8, file no. 2-96976-D filed on April 9, 1985.
Item 4 - Description of Securities.
Not Applicable.
Item 5 - Interests of Named Experts and Counsel.
Not Applicable.
Item 6 - Indemnification of Directors and Officers.
The only statute, charter provision, bylaw, contract or other
arrangement under which any controlling person, director or
officer of the Registrant is insured or indemnified in any manner
against liability which he may incur in his capacity as such, is
set forth in the Company's Articles of Incorporation, as amended.
Provisions of the Articles of Incorporation and the Bylaws
relating to indemnification provide for mandatory indemnification
of the Company's directors, officers and employees against
liabilities arising from the situations described therein tot he
full extent permitted by common law, the Colorado Corporation
Code, and any other statutory provisions.
Item 7 - Exemption from Registration Claimed.
Not Applicable.
Item 8 - Exhibits.
See - Exhibits Index following the signature page hereof.
<PAGE>
Item 9 - Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to:
(i) include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(iii) include any additional or changed material information
with respect to the plan of distribution.
Except that, subparagraphs (i) and (ii) of this paragraph do not
apply provided that the information required in a post-effective
amendment is incorporated by reference from periodic reports filed
by the Issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be treated as a new registration statement relating to the
securities offered herein, and shall treat the offering of such
securities at that time as the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 145(d) of the Securities Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a
new registration offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof;
<PAGE>
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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 such 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 counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Fairfield, State of Connecticut, on September 12, 1996.
Registrant: DCI TELECOMMUNICATIONS, INC.
By: Joseph J. Murphy
Joseph J. Murphy, President
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 Title Date
Joseph J. Murphy President/Treasurer September 12, 1996
Joseph J. Murphy
Larry Shatsoff Acting Secretary September 12, 1996
Larry Shatsoff
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________
EXHIBITS TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DCI TELECOMMUNICATIONS, INC.
__________________________________
EXHIBITS
__________________________________
<PAGE>
DCI TELECOMMUNICATIONS, INC.
FORM S-8 EXHIBIT INDEX
DESCRIPTION REFERENCE
INSTRUMENTS DEFINING RIGHTS INCORPORATED BY REFERENCE FROM
OF SECURITIES HOLDERS ARTICLES OF INCORPORATION AND
BYLAWS ON FILE WITH COMMISSION
OPINION RE: LEGALITY AND CONSENT ATTACHED
LETTER OF UNAUDITED INTERIM INCORPORATED BY REFERENCE FROM
FINANCIAL INFORMATION FORMS 10-Q
<PAGE>
Mark C. Foster
Attorney At Law
1601 Arapahoe Street, Suite 1200
Denver, Colorado 80202
Telephone (303) 892-7997
TeleFax (303) 623-0668
September 12, 1996
DCI Telecommunications, Inc.
303 Linwood Avenue, 3rd Floor
Fairfield, CT 06430
Attn: Joseph J. Murphy
RE: SEC Registration on Form S-8
Dear Mr. Murphy:
I am counsel for DCI Telecommunications, Inc., a Colorado Corporation
(the "Company") in connection with its proposed public offering under the
Securities Act of 1933, as amended (the "Act") under Form S-8, of 157,000
shares of its $.0001 par value common stock which are to be issued in
payment of certain services rendered pursuant to invoices and/or statements
from Mark C. Foster for consulting and legal services, and John Adams, Daniel
Murphy, Larry Shatsoff, Grace P. Murphy and Robert Muller for services as
employees, James P. Lapin and John E. Moye for Attorney's fees. Such
offering shall be made by filing of a Registration Statement under Form S-8
as to which this opinion is a part, to be filed with the Securities and
Exchange Commission (the "Commission").
In connection with the rendering this opinion as set forth below, I have
reviewed and examined the originals or copies identified as follows:
(1) Articles of Incorporation of the Company, as restated and amended, as
filed with the Secretary of State of Colorado on February 4, 1985.
(2) Bylaws of the Company and Resolution of the Board of Directors adopted
September 12, 1996 authorizing the issuance of Common Shares in payment of
services rendered.
(3) Invoices from Mark C. Foster and statements for amounts owed to John
Adams, Daniel Murphy, Larry Shatsoff, Grace P. Murphy and Robert Muller for
services as employees and owed to James P. Lapin and John E. Moye for
Attorney's fees.
(4) The Form S-8 dated September 12, 1996 as filed with the Commission.
<PAGE>
I have examined such other documents and records provided to me by the
Company, instruments and certificates of public officials, officers and
representatives of the Company, and made such investigations as deemed
necessary or appropriate under the circumstances. In connection with
rendering this opinion, I have reviewed such statutes and judicial
precedents as deemed relevant and necessary. In the examination, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted as originals, the
conformity with the original documents of all documents submitted as copies,
and the authenticity of the originals of such copies. It is further assumed
that the recipients of shares of the Common Stock under the respective
agreements will have paid or earned the consideration required under the
terms of such agreement prior to the issuance of such stock.
Based upon the foregoing and in reliance thereon, it is my opinion that,
subject to the limitations set forth herein, the One Hundred Fifty-five
Thousand Shares (155,000) of Common Stock will, upon issuance and delivery
in accordance with the terms of the service agreements covered by such
Registration Statement, be duly and validly authorized, legally issued,
fully paid and nonassessable and without restrictions on said shares. This
opinion is expressly limited in scope to the shares enumerated herein and
in the Registration Statement and does not cover subsequent issuance of
shares to be made in the future pursuant to the subject agreements, if any,
pertaining to services to be performed in the future. Such transactions
are required to be included in either a new registration statement or a
post-effective amendment to the Registration Statement including updated
opinions concerning the validity of issuance of such shares.
This opinion is limited to the laws of the state of Colorado, in particular
the Colorado Corporation Law of Colorado, and no opinion is expressed with
respect to the laws of any other state or jurisdiction. I consent to the
filing of this opinion with the commission as an exhibit to the Form S-8
filed dated September 12, 1996.
This opinion is not to be used, circulated, quoted or otherwise refereed to
for any other purpose with my prior written consent. This opinion is based
upon my knowledge of the law and facts of the date hereof. I assume no
obligation to communicate with you concerning any matter which may come to
my attention after the date hereof.
Very truly yours,
Mark C. Foster
Mark C. Foster, Esq.
