As filed with the Securities and Exchange Commission on October
29, 1996
Registration No. 333-03122
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIVERSIFAX, INC.
(Exact name of registrant as specified in its charter)
Delaware
13-3637458
State
or other jurisdiction (I.R.S.
employer
of
incorporation or organization)
identification number)
39 Stringham Avenue
Valley Stream, New York
11580
(Address of principal executive offices) (Zip
code)
DiversiFax, Inc. 1995 Stock Option Plan for Outside
Directors
(Full title of the plan)
Irwin A. Horowitz
Chief Executive Officer
and President
DIVERSIFAX, INC.
39 Stringham Avenue
Valley Stream, New York 11580
(Name and address of agent for service)
(516) 872-0650
(Telephone number, including area code, of agent
for service)
COPY TO:
Gary T. Moomjian, Esq.
Breslow & Walker
875 Third Avenue
New York, New York 10022
(212) 832-1930
<PAGE>
Additional Information
On September 9, 1996, the Board of Directors of the
Registrant approved an amendment to the Registrant's 1995
Stock Option Plan for Outside Directors (the "Plan"),
providing that the Plan shall terminate, and no options may
be granted under the Plan after October 28, 1996.
This Registration Statement shall remain effective only for the
purpose of registering shares of the Registrant's common
stock, par value $.001 per share, that are issuable upon
exercise of options currently outstanding under the Plan.<PAGE>
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 registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Valley Stream,
and the State of New York on the 25th day of October,
1996.
DIVERSIFAX, INC.
By: /s/ Irwin A. Horowitz
Irwin A. Horowitz,
President
(Principal
Executive, Financial
and
Accounting Officer)
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.
<TABLE>
Signature<PAGE>
Title Date
<PAGE>
<CAPTION>
<S> /s/ Irwin A. Horowitz
Irwin A. Horowitz
C
<PAGE>
Director<PAGE>
<C>
October 25, 1996<PAGE>
/s/ Kenneth Ross Wolfe
Kenneth Ross Wolfe<PAGE>
Director October 25, 1996
/s/ Eugene Bilotti
Eugene Bilotti <PAGE>
Director<PAGE>
October 25, 1996<PAGE>
/s/ Mario DiNatale
Mario DiNatale <PAGE>
Director<PAGE>
October 25, 1996
</TABLE>
