As filed with the Securities and Exchange Commission on May 11,
1998
Registration No. 33-_________
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
Proposed Proposed
Title of Each maximum maximum Amount
Class of Amount offering aggregate of the
Securities to to be price per offering registration
be Registered registered unit (2) price fee (3)
Common Stock,
par value 1,958,622
$0.001 per shares $0.10 $195,862 $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, the form
of each of which is attached as an exhibit to this Registration
Statement.
(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.
(3) Pursuant to General Instruction E, the registration fee paid
in connection herewith is based on the maximum aggregate per
share exercise price of the shares of Common Stock covered by
this registration statement.
<PAGE> 2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: Plan Information.
The information required by Part I is included in documents to be
sent or given to the participants.
ITEM 2: Registration Information and Employee Plan Annual
Information.
Upon written or oral request, Systems Communications, Inc., a
Florida corporation, (the "Registrant") will provide, without
charge, a copy of all documents incorporated by reference in Item
3 of Part II of this Registration Statement, which are
incorporated by reference in the Section 10(a) Prospectus, and
all other documents required to be delivered to employees
pursuant to Rule 428(b) promulgated under the Securities Act of
1933, as amended, (the "Securities Act"). All requests should be
made to Systems Communications, Inc., Attn: James T. Kowalczyk,
Principal Executive Officer, 4707 140th Avenue, Suite 106,
Clearwater, Florida 33762, telephone number: (813) 530-4800.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, which is on file with the Securities and
Exchange Commission (the "Commission"), is incorporated in this
Registration Statement by reference. All documents filed by the
Registrant pursuant to Section 13(a), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or
which de-registers all shares then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such
documents.
ITEM 4. Description of Securities.
The Registrant's Articles of Incorporation authorize the
Registrant to issue up to 50,000,000 million shares of Common
Stock. The holders of Common Stock of the Registrant are entitled
to cast one vote for each share held at all shareholders meetings
for all purposes. Upon liquidation or dissolution, each
outstanding share of Common Stock will be entitled to share
equally in the assets of the Registrant legally available for
distribution to shareholders after the payment of all debts and
other liabilities. Common Stock does not have any cumulative or
preemptive or other right to subscribe to or purchase additional
Common Stock in the event of a subsequent offering. All
outstanding Common Stock is, and the shares offered hereby will
be, legally issued, fully paid and non-assessable. The Board of
Directors of the Registrant may not declare dividends when
payment would render the Registrant insolvent or when the
Registrant is already insolvent. The Registrant has not paid
dividends to date and it is not anticipated that any dividends
will be paid in the foreseeable future. The Board of Directors
initially may follow a policy of retaining earnings, if any, to
finance the future growth of the Registrant. Accordingly, future
dividends, if any, will depend upon, among other considerations,
the Registrant's need for working capital at the time.
<PAGE> 3
ITEM 5. Interests of Named Experts and Counsel.
The Company will rely on an opinion given by Jackson L. Morris,
Esq., Tampa, Florida, as to the legality of the Shares. Mr.
Morris is the holder of 125,000 shares of the Registrant's common
stock and options to purchase 225,000 shares, 100,000 of which
are covered by this registration statement.
ITEM 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation generally provide for
the maximum indemnification of a corporation's directors and
officers as permitted by law in the State of Florida. Florida
law empowers a corporation to indemnify any person who was or is
a party or who is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except
in the case of an action by or in the right of the corporation,
by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise.
Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any
criminal action or proceedings, had no reasonable cause to
believe his or her conduct was unlawful. A corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in
settlement and attorney's fees actually and reasonably incurred
by him or her in connection with the defense or settlement of the
action or suit if he or she acted in good faith and in a manner
which he or she reasonably believed to be in or not opposed to
the best interests of the corporation. Indemnification may not
be made for any claim, issue or matter as to which such a person
has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation
unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. To the
extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or
in defense of any claim, issue or matter therein, he or she must
be indemnified by the corporation against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense. Any indemnification under this
section, unless ordered by a court or advanced pursuant to this
section, must be made by the corporation only as authorized in
the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by the
stockholders; (b) by the board of directors by majority vote of a
quorum consisting of directors
<PAGE> 4
who were not parties to the action, suit or proceeding; (c) if a
majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (d) if a
quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion. The articles of
incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to
be indemnified by the corporation. The provisions of this
section do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law. The
indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) does not
exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his or her official capacity or an action in another
capacity while holding his or her office, except that
indemnification, unless ordered by a court pursuant to this
section or for the advancement of any director or officer if a
final adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person. No
indemnification is permitted for criminal violations (unless the
director, officer or agent had reasonable cause to believe his
conduct was lawful), transactions in which the director or
officer derived an improper personal benefit, declarations of
unlawful dividends or, in derivative actions, willful misconduct
or conscious disregard for the best interests of the corporation.
ITEM 8: Exhibits
4.17 Form of Non-Statutory Incentive Stock Option Agreement
5.1 Opinion of Jackson L. Morris, Esq.
23.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Moore Stephens Lovelace, P.L.
<PAGE> 5
ITEM 9: Undertakings.
The undersigned Registrant hereby undertakes:
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; (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)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the
information
(1) required to be included in a post-effective amendment by
those paragraphs is incorporated by reference from periodic
reports filed by the Registrant under the Exchange Act.
(2) That, for determining liability under the Securities Act, to
treat each such post-effective amendment as a new registration
statement of the securities offered, and the offering of such
securities at that time to be the initial bona fide offering.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the end of the offering. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities 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 in the successful defense of any action, suit
or proceeding) is asserted by such director, officers 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE> 6
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 May 12, 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
May 12, 1998
/s/ Edwin B Salmon
Principal Accounting Officer and Director
May 12, 1998
/s/ Richard A. Sweet
Director
May 12, 1998
/s/ Larry R. Snapp
Director
May 12, 1998
EXHIBIT INDEX
4.17 Form of Non-Statutory Incentive Stock Option Agreement
5.1 Opinion of Jackson L. Morris, Esq.
23.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Moore Stephens Lovelace, P.L.
Exhibit 4.17
NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of May 8, 1998, by and between Systems
Communications, Inc., a Florida corporation (the "Company"), and
____________ ("Optionee").
R E C I T A L
The Board of Directors of the Company (the "Board of Directors")
has authorized the granting to Optionee, for services previously
rendered by Optionee as a consultant to or an employee of the
Company, of a non-qualified stock option to purchase the number
of shares of Common Stock of the Company specified in Paragraph 1
hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the
undertakings of the parties hereto contained herein, it is hereby
agreed:
1. Number of Shares; Option Price. Pursuant to said action of
the Board of Directors, the Company hereby grants to Optionee, in
consideration of consulting services performed for the benefit of
the Company, the option ("Option") to purchase up to _______
shares ("Option Shares") of Common Stock of the Company, at the
exercise price of $0.10 per share.
2. Term. This Option shall expire four years from the date first
written above.
3. Shares Subject to Exercise. The ______ Options shall vest and
be immediately exercisable, and shall thereafter remain subject
to exercise for the term specified in Paragraph 2 hereof.
4. Method and Time of Exercise. The Option may be exercised by
written notice delivered to the Company stating the number of
shares with respect to which the Option is being exercised,
together with a check made payable to the Company in the amount
of the purchase price of such shares plus the amount of
applicable federal, state and local withholding taxes, and the
written statement provided for in Paragraph 10 hereof, if
required by such Paragraph 10; provided, however, with respect to
the _________ Options set forth in paragraph 1 hereof, Optionee
shall be entitled to pay the exercise price against cancellation
in full of certain indebtedness owing by the Company to Optionee
for services previously rendered by Optionee as a consultant to
the Company. Not less than 100 shares may be purchased at any
one time unless the number purchased is the total number
purchasable under such Option at the time. Only whole shares may
be purchased.
5. Tax Withholding. As a condition to exercise of this Option,
the Company may require the Optionee to pay over to the Company
all applicable federal, state and local taxes which the Company
is required to withhold with respect to the exercise of this
Option. At the discretion of the Company and upon the request of
the Optionee, the minimum statutory withholding tax requirements
may be satisfied by the withholding of shares of Common Stock
otherwise issuable to the Optionee upon the exercise of this
Option.
6. Exercise on Termination of Employment. This Option shall not
terminate as a result of the termination of Optionee's services
as a consultant to the Company.
7. Nontransferability. This Option may not be assigned or
transferred except, if applicable, by will or by the laws of
descent and distribution, and may be exercised only by Optionee
during Optionee's lifetime and after Optionee's death, by
Optionee's representative or by the person entitled thereto under
Optionee's will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as
a shareholder with respect to the Common Stock of the Company
covered by the Option until the date of issuance of a stock
certificate or stock certificates to him upon exercise of the
Option. No adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock
certificate or certificates are issued.
9. No Right to Perform Services. Nothing in this Option shall
confer upon the Optionee any right to perform services for the
Company, or shall interfere with or restrict in any way the
rights of the Company to discharge or terminate Optionee as an
independent contractor or consultant at any time for any reason
whatsoever, with or without good cause.
10. Restrictions on Sale of Shares. Optionee represents and
agrees that, upon Optionee's exercise of the Option in whole or
part, unless there is in effect at that time under the Securities
Act of 1933 a registration statement relating to the shares
issued to him, he will acquire the shares issuable upon exercise
of this Option for the purpose of investment and not with a view
to their resale or further distribution, and that upon each
exercise thereof Optionee will furnish to the Company a written
statement to such effect, satisfactory to the Company in form and
substance. Optionee agrees that any certificates issued upon
exercise of this Option may bear a legend indicating that their
transferability is restricted in accordance with applicable state
or federal securities law. Any person or persons entitled to
exercise this Option under the provisions of Paragraphs 5 and 6
hereof shall, upon each exercise of the Option under
circumstances in which Optionee would be required to furnish such
a written statement, also furnish to the Company a written
statement to the same effect, satisfactory to the Company in form
and substance.
11. Registration. On or before sixty days after the date of this
Agreement, the Company shall, at the Company's expense, use its
best efforts to file with the Securities and Exchange Commission
("SEC"), a registration statement ("Registration Statement") on
Form S-8 or other comparable form, in such form as to comply with
applicable federal and state laws for the purpose of registering
or qualifying the Option Shares for resale by Optionee, and
prepare and file with the appropriate state securities regulatory
authorities the documents reasonably necessary to register or
qualify such securities, subject to the ability of the Company to
register or qualify such securities under applicable state laws.
12. Notices. All notices to the Company shall be addressed to
the Company at the principal office of the Company at 14561 58th
Street North, Clearwater, Florida 34620, telephone number:
(813) 535-7770 facsimile (813) 535-0077, and all notices to
Optionee shall be addressed to Optionee at the address and
telecopier number of Optionee on file with the Company, or to
such other address and telecopier number as either may designate
to the other in writing. A notice shall be deemed to be duly
given if and when enclosed in a properly addressed sealed
envelope deposited, postage prepaid, with the United States
Postal Service and followed by telecopier to the addressee. In
lieu of giving notice by mail as aforesaid, written notices under
this Agreement may be given by personal delivery to Optionee or
to the Company (as the case may be).
13. Adjustments. If there is any change in the capitalization of
the Company affecting in any manner the number or kind of
outstanding shares of Common Stock of the Company, whether by
stock dividend, stock split, reclassification or recapitalization
of such stock, or because the Company has merged or consolidated
with one or more other corporations (and provided the Option does
not thereby terminate pursuant to Section 2 hereof), then the
number and kind of shares then subject to the Option and the
price to be paid therefor shall be appropriately adjusted by the
Board of Directors; provided, however, that in no event shall any
such adjustment result in the Company's being required to sell or
issue any fractional shares. Any such adjustment shall be made
without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate
adjustment to the price of each Share or other unit of security
covered by this Option.
14. Cessation of Corporate Existence. Notwithstanding any other
provision of this Option, upon the dissolution or liquidation of
the Company, the reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the
Company is not the surviving corporation, or the sale of
substantially all the assets of the Company or of more than fifty
percent of the then outstanding stock of the Company to another
corporation or other entity, the Option granted hereunder shall
terminate; provided, however, that: (i) each Option for which no
option has been tendered by the surviving corporation in
accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such
dissolution or liquidation, merger or consolidation or sale of
assets in which the Company is not the surviving corporation or
sale of stock, become fully exercisable; or (ii) in its sole and
absolute discretion, the surviving corporation may, but shall not
be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or
options shall contain such terms and provisions as shall be
required substantially to preserve the rights and benefits of
this Option.
15. Invalid Provisions. In the event that any provision of this
Agreement is found to be invalid or otherwise unenforceable under
any applicable law, such invalidity or unenforceability shall not
be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.
16. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
17. Counterparts. This Agreement may be executed in
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more
counterparts have been signed by each of the parties hereto and
delivered to the other.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
Systems Communications, Inc.
By: /s/ James T. Kowalczyk
Principal Executive Officer
Optionee
/s/ ________________
_________________________
(Social Security Number or Employer Identification Number)
Exhibit 5.1
May 11, 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 1,910,158 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 23.2
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
May 8, 1998
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated May 8, 1998, on 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.L.
Certified Public Accountants
Orlando, Florida
May 11, 1998
