As filed with the Securities and Exchange Commission on June 22, 1998
Registration No ______.
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SYSTEMS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0036344
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4707 140th Avenue, Suite 106, Clearwater, Florida 33762 (813) 530-4800
(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)
NON-STATUTORY INCENTIVE STOCK OPTIONS ISSUABLE TO CONSULTANTS AND EMPLOYEES
(Full title of plan)
James T. Kowalczyk, Principal Executive Officer, Systems Communications, Inc.,
4707 140th Avenue, Suite 106, Clearwater, Florida 33762 (813) 530-4800
Facsimile (813) 530-4707
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Jackson L. Morris, Esq., 3116 West North A Street, Tampa, Florida 33609
(813) 874-8854 Facsimile (813) 873-9628
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of maximum maximum Amount of
Securities to Amount to offering aggregate the
be Registered be price per offering registration
registered unit (2) price fee
Common Stock,
par value 2,500,000
$0.001 per shares $0.11 $275,000 $100
share(1)
(1) The shares registered pursuant to this Registration Statement
are available for issuance pursuant to certain outstanding stock
option agreements issued to employees and consultants.
(2) Estimated solely for the purpose of calculating the
registration fee, based upon the per share maximum exercise price
of the shares of Common Stock covered by this registration
statement.
Registration Statement No. 333-52455 on Form S-8 filed on May 12,
1998 is incorporated herein by reference. In particular, the
Registrant points the reader to the Registrant's Current Report
on Form 8-K dated June 15, 1998 for information regarding a
petition for involuntary bankruptcy under Chapter 7 of the
Bankruptcy Code and a revised description of the Registrant's
business.
<PAGE> 2
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 Clearwater, Florida, on June 22, 1998.
SYSTEMS COMMUNICATIONS, INC.
By:/s/ James T. Kowalczyk
Principal Executive 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.
/s/ James T. Kowalczyk
Principal Executive Officer and Director June 22, 1998
/s/ Edwin B Salmon
Principal Accounting Officer and Director June 22, 1998
/s/ Richard A. Sweet
Director June 22, 1998
/s/ Larry R. Snapp
Director June 22, 1998
EXHIBIT INDEX
5.2 Opinion of Jackson L. Morris, Esq.
23.4 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.2)
23.5 Consent of Ernst & Young LLP
23.6 Consent of Moore Stephens Lovelace, P.A.
Exhibit 5.2
June 19, 1998
Board of Directors, Systems Communications, Inc., 4707 140th
Avenue, Suite 106, Clearwater, Florida 33762, Clearwater, Florida
Re: Registration Statement on Form S-8
Gentlemen:
I am acting as counsel for Systems Communications, Inc., a
Florida corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the
"Act"), of the offering and sale of up to 2,500,000 shares (the
"Shares") of the Company's common stock, par value $0.001 per
share (the "Common Stock") which may be issued by the Company
upon the exercise of certain stock options to be granted to
consultants and to employees of the Company as an inducement and
incentive for consulting services or employee services previously
rendered or to be rendered to the Company pursuant to Non-
statutory Incentive Stock Option Agreements between the Company
and the respective consultants or employees (the "Contract"). A
Registration Statement on Form S-8 covering the Shares (the
"Registration Statement") is being filed under the Act with the
Securities and Exchange Commission. In rendering the opinions
expressed herein, I have reviewed such matters of law as I have
deemed necessary and have examined copies of such agreements,
instruments, documents and records as I have deemed relevant. In
rendering the opinions expressed herein, I have assumed the
genuineness and authenticity of all documents examined by us and
of all signatures thereon, the legal capacity of all natural
persons executing such documents, the conformity to original
documents of all documents submitted to us as certified or
conformed copies or photocopies and the completeness and accuracy
of the certificates of public officials examined by us. I have
made no independent factual investigation with regard to any such
matters.
Based upon the foregoing and subject to the qualifications stated
herein, it is my opinion that the Shares, issued or to be issued
upon the exercise of any stock options duly granted pursuant to
the Contract, when issued, paid for and delivered upon the
exercise of such stock options, in accordance with the terms of
the Contract, will be validly issued, fully paid and non-
assessable. The opinions expressed herein are limited to matters
involving the federal laws of the United States and to the
corporate laws of the State of Florida, and I express no opinion
as to the effect on the matters covered by this opinion of the
laws of any other jurisdiction. I hereby consent to the use of
this opinion as an exhibit to the Registration Statement and the
reference to me therein under the caption "Interests of Named
Experts and Counsel." The opinions expressed herein are rendered
solely for your benefit in connection with the transaction
described herein. Except as otherwise provided herein, this
opinion may not be used or relied upon by any person, nor may
this letter or any copies thereof be furnished to a third party,
filed with a governmental agency, quoted, cited or otherwise
referred to without our prior written consent.
Very truly yours
/s/ Jackson L. Morris
Jackson L. Morris
Exhibit 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to Non-Statutory Incentive Stock
Options Issuable to Consultants and Employees of our report dated
December 24, 1997 with respect to the consolidated financial
statements of Systems Communications, Inc. and Subsidiaries
included in its Annual Report (Form 10-K) for the year ended
December 31, 1996.
/s/ Ernst & Young LLP
Ernst & Young LLP
Tampa, Florida
June 19, 1998
Exhibit 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 pertaining to Non-Statutory Incentive Stock
Options Issuable to Consultants and Employees of our report dated
May 8, 1998 with respect to our audit of the consolidated
financial statements of Systems Communications, Inc. and
Subsidiaries as of December 31, 1997 and for the year then ended,
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
/s/ Moore Stephens Lovelace, P.A
Moore Stephens Lovelace, P.A.
Certified Public Accountants
Orlando, Florida
June 19, 1998
