CONFORMED WITH EXHIBITS
Registration No. 2-96976D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STATE OF INCORPORATION: EMPLOYER ID NUMBER:
COLORADO 84-1155041
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
DCI TELECOMMUNICATIONS, INC.
ADDRESS OF PRINCIPAL OFFICES:
611 ACCESS ROAD, STRATFORD, CT 06497
NAME AND ADDRESS OF REGISTERED AGENT FOR SERVICE:
JOSEPH J. MURPHY, PRESIDENT, DCI TELECOMMUNICATIONS, INC.
611 ACCESS ROAD, STRATFORD, CT 06497
TELEPHONE NUMBER: (203) 380-0910
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 be to be Offering Aggregate Registration
Registered Registered Price/ Offering Fee
Share Price
Common 162,000 $100.00
<PAGE>
Information Required in the Registration Statement
Item 3 - Incorporation of Documents by Reference
The 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 to the
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.
<PAGE>
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 Stratford, State of Connecticut, on May 14, 1998.
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 May 14, 1998
- ----------------
Joseph J. Murphy
Larry Shatsoff Acting Secretary May 14, 1998
- --------------
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
__________________________________
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, ESQ.
3303 East First Avenue, Suite 820
Denver, Colorado 80206
Telephone: (303) 321-7997
Telefax: (303) 321-8106
May 14,1998
DCI Telecommunications, Inc.
611 Access Road
Stratford, CT 06497
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 162,000 shares of its $.0001 par value
common stock which are to be issued under the Company's 1995
shareholder approved Stock Option Plan to Richard Sheppard,
Joseph J. Murphy III, Lawrence Shatsoff, Laurence Affelt and John
Adams for services as employees. 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) Statements for services from the above stated
employees.
(3) The Form S-8 dated May 14, 1998 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 he 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 sixty two thousand (162,000) shares 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
May 14, 1998.
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, Esq.
