<PAGE>
     As filed with the Securities and Exchange Commission on July 18, 2002.
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                ZIXIT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

<Table>
<S>                                                                                       <C>
             Texas                                                                                     75-2216818
  (State or other jurisdiction                                                                      (I.R.S. Employer
of incorporation or organization)                                                                  Identification No.)


                                                                                                      Steve M. York
     2711 N. Haskell Avenue                                                                       2711 N. Haskell Avenue
       Suite 2300, LB 36                                                                            Suite 2300, LB 36
    Dallas, Texas 75204-2960                                                                     Dallas, Texas 75204-2960
                                                                                                      (214) 370-2000
  (Address, including zip code,                                                            (Name, address, including zip code,
 of principal executive offices)                                                          and telephone number, including area
                                                                                               code, of agent for service)
</Table>


                    ZIXIT CORPORATION STOCK OPTION AGREEMENTS

                            (FULL TITLE OF THE PLAN)

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF                         AMOUNT       PROPOSED MAXIMUM   PROPOSED MAXIMUM       AMOUNT OF
      SECURITIES                               TO BE         OFFERING PRICE       AGGREGATE         REGISTRATION
  TO BE REGISTERED                         REGISTERED(1)       PER SHARE        OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>                <C>                  <C>
Common Stock, $.01 par
value                                     450,000 Shares      $        4.03    $     1,813,500      $       166.84
------------------------------------------------------------------------------------------------------------------
</Table>

(1)      Securities being registered consist of 125,000, 100,000 and 125,000
         shares, respectively, issuable upon exercise of options granted to
         Dennis Heathcote, Wael Mohamed and David Robertson, ZixIt employees, in
         connection with their initial employment with ZixIt. Securities being
         registered also consist of 100,000 shares issuable upon exercise of
         options granted to Dan Nutkis, a consultant to ZixIt. Applicable
         provisions of the ZixIt Corporation 1995 Long-Term Incentive Plan are
         incorporated into Messrs. Heathcote, Mohamed, Nutkis and Robertson's
         stock option agreements. Pursuant to Rule 416(a) under the Securities
         Act of 1933, as amended (the "Securities Act"), this registration
         statement also covers an indeterminate amount of shares as may be
         required to cover possible adjustments under the plan and agreements
         covered hereby by reason of any stock dividend, stock split, share
         combination, exchange of shares, recapitalization, merger,
         consolidation, separation, reorganization, liquidation or the like, of
         or by the registrant. In addition, pursuant to Rule 416(c) under the
         Securities Act, this registration statement also covers an
         indeterminate amount of interests to be offered or sold, if any, under
         the plan and agreements covered hereby.

(2)      Estimated solely for the purpose of calculating the registration fee.
         The registration fee has been calculated in accordance with Rules
         457(c) and 457(h) under the Securities Act on the basis of the average
         of the high and low prices of the Common Stock as quoted on The Nasdaq
         Stock Market on July 16, 2002.


<PAGE>


                                     PART I

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act and the "Note" to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated herein by reference:

         (a) The registrant's Annual Report on Form 10-K/A, including audited
financial statements, for the fiscal year ended December 31, 2001;

         (b) The registrant's Quarterly Report on Form 10-Q/A for the quarterly
period ended March 31, 2002;

         (c) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the Annual Report referred to in (a) above;
and

         (d) A description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on September 25, 1989, including any amendment or report
filed for the purpose of updating such description.

         All reports or other documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to automatically update and supersede the information contained in
this registration statement.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other


                                       2
<PAGE>

subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such earlier statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by the Texas Business Corporation Act, the registrant's
Restated Articles of Incorporation provide that its directors shall not be
personally liable to the registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the registrant or its shareholders, (ii)
any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director
derived any improper personal benefit, (iv) any act or omission where the
liability of the director is expressly provided by statute, or (v) any act
related to an unlawful stock repurchase or payment of a dividend. In addition,
the registrant's Restated Articles of Incorporation and Restated Bylaws include
certain provisions permitted by the Texas Business Corporation Act whereby its
directors, officers, employees and agents generally are to be indemnified
against certain liabilities to the fullest extent authorized by the Texas
Business Corporation Act. The registrant maintains insurance on behalf of its
directors and executive officers insuring them against any liability asserted
against them in their capacities as directors or officers or arising out of such
status. In addition, the employment agreement between John A. Ryan and the
registrant, dated November 14, 2001, provides Mr. Ryan, the registrant's
Chairman, President and Chief Executive Officer, with a contractual right to
indemnification as an officer and/or director of the registrant as set forth in
Article VII of the registrant's Restated Bylaws, dated September 14, 1999.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on page 8 of this registration statement, which Index is incorporated
herein by reference.


                                       3
<PAGE>


ITEM 9.  UNDERTAKINGS.

         (a) 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:

                           (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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment 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.

                  (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.

         (b) 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.



                                       4
<PAGE>


         (c) 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, 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
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 of the registrant in the successful defense of any 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 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.



                                       5
<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 Dallas, State of Texas on July 18, 2002.


                          ZIXIT CORPORATION



                          By:      /s/ Steve M. York
                                   -------------------------------------------
                                   Steve M. York
                                   Senior Vice President, Chief Financial
                                   Officer and Treasurer


                                       6
<PAGE>


                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints John A. Ryan and Steve M. York,
and each of them acting individually, as his true and lawful attorneys-in-fact
and agents, with full power of substitution, for and in the name, place and
stead of the undersigned, in any and all capacities to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, any and all
amendments and exhibits to this registration statement, any and all supplemental
registration statements (including post-effective amendments), and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby or the transactions contemplated herein.

         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>
<Caption>
                 SIGNATURE                                      TITLE                               DATE
                 ---------                                      -----                               ----
<S>                                          <C>                                               <C>
/s/ John A. Ryan                             Chairman, President, Chief Executive              July 18, 2002
-------------------------------------------  Officer and Director (Principal Executive
(John A. Ryan)                               Officer)

/s/ Steve M. York                            Senior Vice President, Chief Financial            July 18, 2002
-------------------------------------------  Officer and Treasurer (Principal Financial
(Steve M. York)                              and Accounting Officer)

/s/ David P. Cook                            Founder and Director                              July 18, 2002
-------------------------------------------
(David P. Cook)

/s/ H. Wayne Huizenga                        Co-Vice Chairman and Director                     July 18, 2002
-------------------------------------------
(H. Wayne Huizenga)

/s/ Michael E. Keane                         Director                                          July 18, 2002
-------------------------------------------
(Michael E. Keane)

/s/ James S. Marston                         Director                                          July 18, 2002
-------------------------------------------
(James S. Marston)

/s/ Jeffrey P. Papows                        Co-Vice Chairman and Director                     July 18, 2002
-------------------------------------------
(Jeffrey P. Papows)

/s/ Antonio R. Sanchez, Jr.                  Director                                          July 18, 2002
-------------------------------------------
(Antonio R. Sanchez, Jr.)

/s/ Dr. Ben G. Streetman                     Director                                          July 18, 2002
-------------------------------------------
(Dr. Ben G. Streetman)
</Table>


                                       7
<PAGE>
                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
<S>               <C>
4.1*              Form of Stock Option Agreement between the registrant and Messrs. Heathcote, Mohamed, Nutkis
                  and Robertson.

4.2               1995 Long-Term Incentive Plan of the registrant (Amended and Restated as of September 20,
                  2000).  Filed under Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended September 30, 2000, and incorporated herein by reference.

5.1*              Opinion of Ronald A. Woessner as to the validity of the securities being registered.

23.1              Consent of Ronald A. Woessner (included in his opinion filed as Exhibit 5.1).

23.2*             Consent of Ernst & Young LLP.

24.1              Power of Attorney (included in Part II of this registration statement).
</Table>

----------
*Filed electronically herewith.


                                       8
[{"type": "S-8", "sequence": "1", "filename": "d98368sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19544}]
{"company-data": {"conformed-name": "ZIXIT CORP", "cik": "0000855612", "assigned-sic": "7370", "irs-number": "752216818", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96663", "film-number": "02705239"}, "business-address": {"street1": "ONE GALLERIA TOWER", "street2": "13355 NOEL RD STE 1555", "city": "DALLAS", "state": "TX", "zip": "75240-6604", "phone": "9727027055"}, "mail-address": {"street1": "ONE GALLERIA TOWER", "street2": "13355 NOEL RD STE 1555", "city": "DALLAS", "state": "TX", "zip": "75240-6604"}, "former-company": [{"former-conformed-name": "AMTECH CORP", "date-changed": "19920703"}, {"former-conformed-name": "CUSTOMTRACKS CORP /TX/", "date-changed": "19980904"}]}
As filed with the Securities and Exchange Commission on July 18, 2002.
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                ZIXIT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)
Texas                                                                                     75-2216818
  (State or other jurisdiction                                                                      (I.R.S. Employer
of incorporation or organization)                                                                  Identification No.)

                                                                                                      Steve M. York
     2711 N. Haskell Avenue                                                                       2711 N. Haskell Avenue
       Suite 2300, LB 36                                                                            Suite 2300, LB 36
    Dallas, Texas 75204-2960                                                                     Dallas, Texas 75204-2960
                                                                                                      (214) 370-2000
  (Address, including zip code,                                                            (Name, address, including zip code,
 of principal executive offices)                                                          and telephone number, including area
                                                                                               code, of agent for service)
ZIXIT CORPORATION STOCK OPTION AGREEMENTS

                            (FULL TITLE OF THE PLAN)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF                         AMOUNT       PROPOSED MAXIMUM   PROPOSED MAXIMUM       AMOUNT OF
      SECURITIES                               TO BE         OFFERING PRICE       AGGREGATE         REGISTRATION
  TO BE REGISTERED                         REGISTERED(1)       PER SHARE        OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value                                     450,000 Shares      $        4.03    $     1,813,500      $       166.84
------------------------------------------------------------------------------------------------------------------
(1)      Securities being registered consist of 125,000, 100,000 and 125,000
         shares, respectively, issuable upon exercise of options granted to
         Dennis Heathcote, Wael Mohamed and David Robertson, ZixIt employees, in
         connection with their initial employment with ZixIt. Securities being
         registered also consist of 100,000 shares issuable upon exercise of
         options granted to Dan Nutkis, a consultant to ZixIt. Applicable
         provisions of the ZixIt Corporation 1995 Long-Term Incentive Plan are
         incorporated into Messrs. Heathcote, Mohamed, Nutkis and Robertson's
         stock option agreements. Pursuant to Rule 416(a) under the Securities
         Act of 1933, as amended (the "Securities Act"), this registration
         statement also covers an indeterminate amount of shares as may be
         required to cover possible adjustments under the plan and agreements
         covered hereby by reason of any stock dividend, stock split, share
         combination, exchange of shares, recapitalization, merger,
         consolidation, separation, reorganization, liquidation or the like, of
         or by the registrant. In addition, pursuant to Rule 416(c) under the
         Securities Act, this registration statement also covers an
         indeterminate amount of interests to be offered or sold, if any, under
         the plan and agreements covered hereby.

(2)      Estimated solely for the purpose of calculating the registration fee.
         The registration fee has been calculated in accordance with Rules
         457(c) and 457(h) under the Securities Act on the basis of the average
         of the high and low prices of the Common Stock as quoted on The Nasdaq
         Stock Market on July 16, 2002.
PART I

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act and the "Note" to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated herein by reference:

         (a) The registrant's Annual Report on Form 10-K/A, including audited
financial statements, for the fiscal year ended December 31, 2001;

         (b) The registrant's Quarterly Report on Form 10-Q/A for the quarterly
period ended March 31, 2002;

         (c) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the Annual Report referred to in (a) above;
and

         (d) A description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on September 25, 1989, including any amendment or report
filed for the purpose of updating such description.

         All reports or other documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to automatically update and supersede the information contained in
this registration statement.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other

                                       2
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such earlier statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by the Texas Business Corporation Act, the registrant's
Restated Articles of Incorporation provide that its directors shall not be
personally liable to the registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the registrant or its shareholders, (ii)
any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director
derived any improper personal benefit, (iv) any act or omission where the
liability of the director is expressly provided by statute, or (v) any act
related to an unlawful stock repurchase or payment of a dividend. In addition,
the registrant's Restated Articles of Incorporation and Restated Bylaws include
certain provisions permitted by the Texas Business Corporation Act whereby its
directors, officers, employees and agents generally are to be indemnified
against certain liabilities to the fullest extent authorized by the Texas
Business Corporation Act. The registrant maintains insurance on behalf of its
directors and executive officers insuring them against any liability asserted
against them in their capacities as directors or officers or arising out of such
status. In addition, the employment agreement between John A. Ryan and the
registrant, dated November 14, 2001, provides Mr. Ryan, the registrant's
Chairman, President and Chief Executive Officer, with a contractual right to
indemnification as an officer and/or director of the registrant as set forth in
Article VII of the registrant's Restated Bylaws, dated September 14, 1999.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on page 8 of this registration statement, which Index is incorporated
herein by reference.

                                       3
ITEM 9.  UNDERTAKINGS.

         (a) 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:

                           (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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment 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.

                  (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.

         (b) 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.

                                       4
(c) 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, 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
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 of the registrant in the successful defense of any 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 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.

                                       5
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 Dallas, State of Texas on July 18, 2002.

                          ZIXIT CORPORATION

                          By:      /s/ Steve M. York
                                   -------------------------------------------
                                   Steve M. York
                                   Senior Vice President, Chief Financial
                                   Officer and Treasurer

                                       6
POWER OF ATTORNEY

         Each of the undersigned hereby appoints John A. Ryan and Steve M. York,
and each of them acting individually, as his true and lawful attorneys-in-fact
and agents, with full power of substitution, for and in the name, place and
stead of the undersigned, in any and all capacities to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, any and all
amendments and exhibits to this registration statement, any and all supplemental
registration statements (including post-effective amendments), and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby or the transactions contemplated herein.

         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.
SIGNATURE                                      TITLE                               DATE
                 ---------                                      -----                               ----
/s/ John A. Ryan                             Chairman, President, Chief Executive              July 18, 2002
-------------------------------------------  Officer and Director (Principal Executive
(John A. Ryan)                               Officer)

/s/ Steve M. York                            Senior Vice President, Chief Financial            July 18, 2002
-------------------------------------------  Officer and Treasurer (Principal Financial
(Steve M. York)                              and Accounting Officer)

/s/ David P. Cook                            Founder and Director                              July 18, 2002
-------------------------------------------
(David P. Cook)

/s/ H. Wayne Huizenga                        Co-Vice Chairman and Director                     July 18, 2002
-------------------------------------------
(H. Wayne Huizenga)

/s/ Michael E. Keane                         Director                                          July 18, 2002
-------------------------------------------
(Michael E. Keane)

/s/ James S. Marston                         Director                                          July 18, 2002
-------------------------------------------
(James S. Marston)

/s/ Jeffrey P. Papows                        Co-Vice Chairman and Director                     July 18, 2002
-------------------------------------------
(Jeffrey P. Papows)

/s/ Antonio R. Sanchez, Jr.                  Director                                          July 18, 2002
-------------------------------------------
(Antonio R. Sanchez, Jr.)

/s/ Dr. Ben G. Streetman                     Director                                          July 18, 2002
-------------------------------------------
(Dr. Ben G. Streetman)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER            DESCRIPTION
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4.1*              Form of Stock Option Agreement between the registrant and Messrs. Heathcote, Mohamed, Nutkis
                  and Robertson.

4.2               1995 Long-Term Incentive Plan of the registrant (Amended and Restated as of September 20,
                  2000).  Filed under Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended September 30, 2000, and incorporated herein by reference.

5.1*              Opinion of Ronald A. Woessner as to the validity of the securities being registered.

23.1              Consent of Ronald A. Woessner (included in his opinion filed as Exhibit 5.1).

23.2*             Consent of Ernst & Young LLP.

24.1              Power of Attorney (included in Part II of this registration statement).
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*Filed electronically herewith.

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