As filed with the Securities and Exchange Commission on June 17, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                             PROFORMIX SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                                 75-2228828
(State or other jurisdiction     (Primary Standard            (I.R.S. Employer 
    of incorporation         Industrial Classification       Identification No.)
    or organization)                Code Number)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                     2,264,866 Shares of Common Stock Issued
                   Pursuant to Written Compensation Contracts
                            (full title of the plans)

                              Jerry Swon, President
                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
  (Name, Address & Telephone number, including area code, of agent for service)

                                   Copies to:
                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600

<PAGE>

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                               Proposed         Proposed
Title of          Amount       maximum          maximum             Amount of
securities to     to be        offering price   aggregate           registration
be registered     registered   per share(1)     offering price(1)   fee
--------------------------------------------------------------------------------
Common Stock(1)   2,264,866    $4.75            $10,758,113.50      $3,260.03
--------------------------------------------------------------------------------

(1) Calculated in accordance with 457(c) using the average of the bid and asked
price for the Common Stock on June 12, 1998.


                                       2
<PAGE>

          PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing information specified in Part 1 (plan information
and  registrant  information)  will be  sent  or  given  to the  consultants  as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part 2 of this form taken together  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.


                                       3
<PAGE>

                             PROFORMIX SYSTEMS, INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-3

Form S-3 Items and Heading                             Location in Prospectus
--------------------------                             ----------------------

1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus.........Front cover Page

2.  Inside Front And Outside Back Cover................Inside Front cover Page

3.  Summary Information, Risk Factors and Ratio
    of Earnings to Fixed Charges.......................The Company

4.  Use of Proceeds....................................Not Applicable

5.  Determination of Offering Price....................Not Applicable

6.  Dilution...........................................Not Applicable

7.  Selling Securityholders............................Selling Securityholders

8.  Plan of Distribution...............................Plan of Distribution

9.  Description of Securities to be Registered  .......Description of Securities

10. Interest of Named Experts and Counsel..............Legal Matters

11. Material Changes...................................Not Applicable

12. Incorporation of Certain Information by
    Reference..........................................Incorporation of
                                                         Certain Documents by
                                                         Reference
13. Disclosure of Commission Position on
    Indemnification for Securities Act
    Liabilities........................................Indemnification of
                                                         Directors and Officers


                                       4
<PAGE>

RE-OFFER PROSPECTUS

                             PROFORMIX SYSTEMS, INC.
                                 50 Tannery Road
                          Branchburg, New Jersey 08876

      This Prospectus relates to offers and sales by certain officers, directors
and key consultants  ("Selling  Securityholders") of Proformix Systems,  Inc., a
Delaware corporation ("Company") of shares of the Company's Common Stock, $.0001
par value  ("Common  Stock"),  that have either been  granted to such persons or
that may be acquired by such persons  pursuant to the exercise of stock options.
The Company is  registering  the following  securities  granted  pursuant to the
following  agreements:  (i) 115,000 shares of Common Stock granted to B. Michael
Pisani pursuant to a consulting agreement dated October 31, 1996, as amended May
15, 1998 ("Pisani  Agreement");  (ii) 750,000 shares of Common Stock  underlying
stock options granted to Michael G. Martin  pursuant to an employment  agreement
dated July 18, 1997, as amended ("Martin Agreement"); and (iii) 1,399,860 shares
of Common Stock underlying stock options to Jerry Swon pursuant to an employment
agreement ("Swon  Agreement")(the  Pisani  Agreement,  Martin Agreement and Swon
Agreement are  collectively  referred to herein as the  "Plans").  The shares of
Common Stock that have been or will be acquired by such persons  pursuant to the
Plans are herein referred to as the "Shares".

      The Shares may be offered  hereby  from time to time by any and all of the
Selling  Securityholders  named herein, for their own benefit.  The Company will
receive no portion of the  proceeds  of sales made  hereunder.  All  expenses of
registration  incurred in  connection  with this offering are being borne by the
Company,   but  all  selling  and  other   expenses   incurred  by  the  Selling
Securityholders will be borne by such Selling Securityholders.

      All or a portion  of the  shares of Common  Stock  offered  hereby  may be
offered  for  sale,  from time to time,  on the OTC  Bulletin  Board  ("Bulletin
Board"),  or  otherwise,  at prices  and terms  then  obtainable.  All  brokers'
commissions,   concessions   or   discounts   will  be   paid  by  the   Selling
Securityholders.

      The Selling  Securityholders  and any broker  executing  selling orders on
behalf of the  Selling  Securityholders  may be  deemed  to be an  "underwriter"
within the meaning of the Securities Act, in which event commissions received by
such broker may be deemed to be  underwriting  commissions  under the Securities
Act.

      The Company's  Common Stock is quoted on the OTC Bulletin Board ("Bulletin
Board")  under the  symbol  PRFX.  On June 12,  1998 the last sale  price of the
Common Stock as reported on the Bulletin Board was $4.75.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is June 17, 1998.


                                       5
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page

Available Information.......................................................   7
                                                                              
The Company.................................................................   8
                                                                              
Risk Factors................................................................   9
                                                                              
Selling Securityholders.....................................................  11
                                                                              
Plan of Distribution........................................................  13
                                                                              
Incorporation of Certain Documents by Reference.............................  13
                                                                              
Description of Securities...................................................  14
                                                                              
Transfer Agent and Registrar................................................  15
                                                                              
Legal Matters...............................................................  15
                                                                              
Experts.....................................................................  15
                                                                              
Indemnification of Directors and Officers...................................  15


                                       6
<PAGE>

      No  person  is  authorized  to  give  any   information  or  to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Securityholders.  This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied  at the  Commission  at  Room  1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional offices at Room 1204,  Everett McKinley Dirksen Building,
219 South Dearborn  Street,  Chicago,  Illinois 60604; and 7 World Trade Center,
Suite  1300,  New York,  New York  10048.  Copies of such  material  can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

      This  Prospectus  does not contain all of the information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the  Commission.  For  further  information  with  respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement,  including the exhibits filed as a part thereof,  copies of which can
be  inspected  at, or obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission at the address set forth above.  Additional  updating
information  with  respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.

      The Company hereby  undertakes to provide without charge to each person to
whom a copy of this  Prospectus  is  delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests  should be  directed  to  Proformix  Systems,  Inc.,  50 Tannery  Road,
Branchburg, New Jersey 08876 (908) 534-6400.


                                       7
<PAGE>

                                   THE COMPANY

      Proformix  Systems,  Inc.  ("Company")  was  incorporated  as  a  Delaware
corporation on April 19, 1988 under the name  Fortunistics Inc. On March 4, 1993
the Company  changed its name to Whitestone  Industries,  Inc. On July 14, 1997,
the Company changed its name to Proformix Systems, Inc.

      On July 2, 1997,  the  Company  submitted  a stock  exchange  offer to the
shareholders  of Proformix,  Inc., a Delaware  corporation.  Prior to this stock
exchange,  the Company spun off the shares of its wholly owned subsidiary Golden
Bear Entertainment Corporation to its then current shareholders in the form of a
stock  dividend.  This  distribution   effectively  eliminated  all  assets  and
liabilities from the books of the Company prior to the acquisition of Proformix,
Inc. Holders of approximately 97% of Proformix, Inc. common stock have agreed to
tender  their  respective  common  shares in exchange for the  Company's  common
shares. On June 24, 1997,

      For accounting purposes, the reorganization has been treated as Proformix,
Inc.'s  acquisition  of the Company and a  recapitalization  of Proformix,  Inc.
Subsequent to the  reorganization,  Proformix,  Inc. operates as a subsidiary of
the Company,  however, the operations of the newly combined entity are currently
comprised solely of the operations of Proformix, Inc.

      The Company  designs,  develops,  manufactures,  markets  and  distributes
ergonomically designed computer keyboard trays, peripheral items and accessories
(together,  "Keyboarding  System")  designed to  alleviate  and prevent  certain
health problems believed to be related to the use of computers. The Company also
markets  a unique  proprietary  software  suite  under  the name  EMS(TM)  which
represents a comprehensive  ergonomic-based  productivity  solution developed to
train people working on computers,  monitor  computer-use related activities and
evaluate  a user's  risk  exposure  and  propensity  towards  injury  or loss of
effectiveness in connection with his/her day-to-day work.

      The Company's wholly-owned subsidiary, Corporate Ergonomic Solutions, Inc.
("Ergonomics")  was incorporated in the State of New Jersey during October 1992.
Ergonomics,  which commenced  operations in September 1997, was formed primarily
to market the Company's products.


                                       8
<PAGE>

                                  RISK FACTORS

      The following  factors  should be considered  carefully in evaluating  the
Company's business and before making any investment in the Company.

Substantial Competition

      Products  developed for the computer  workplace face intense  competition.
The Company  will be at a  competitive  disadvantage  in seeking to compete with
other companies having more assets, larger technical staffs,  established market
shares and greater financial and operational  resources than the Company.  There
can be no assurance  that the Company will be able to meet the  competition  and
operate profitably.

Possible Loss of Entire Investment

      The Shares offered hereby are highly speculative, involve a high degree of
risk and should not be purchased by any person who cannot afford the loss of his
entire  investment.  A purchase of the Company's stock in this Offering would be
"unsuitable" for a person who cannot afford to sustain such a loss.

Dependence Upon Key Personnel

      The Company is  substantially  dependent  upon the  continued  services of
Michael G. Martin, its Chairman.  The loss of the services of Mr. Martin through
incapacity or otherwise would have a material  adverse effect upon the Company's
business and prospects. To the extent that his services become unavailable,  the
Company will be required to retain other qualified  personnel,  and there can be
no  assurance  that it will be able to recruit and hire  qualified  persons upon
acceptable terms. The Company maintains key person life and disability insurance
on the life of Mr. Martin in the amount of $1,000,000.

Possible Volatility of Stock Price

      There can be no assurance  that a public market price for the Common Stock
will  continue.  The  market  prices of the  Common  Stock may be  significantly
affected by factors such as announcements by the Company or its competitors,  as
well as variations in the Company's  results of operations and market conditions
in general.  The market  prices may also be affected by  movements  in prices of
stocks in general.  The  relatively  limited  amount of publicly  trading shares
(float) renders the Company's securities  especially  susceptible to sharp price
fluctuations.

Penny Stock Regulations

      The  Securities  Enforcement  Penny  Stock Act of 1990  requires  specific
disclosure  to be made  available  in  connection  with  trades  in the stock of
companies defined as "penny stocks. The Commission has adopted  regulations that
generally define a penny stock to be any equity


                                       9
<PAGE>

security  that has a market  price of less than  $5.00  per  share,  subject  to
certain exceptions. Such exceptions include any equity security listed on NASDAQ
and any equity  security issued by an issuer that has (i) net tangible assets of
at least $2,000,000,  if such issuer has been in continuous  operation for three
years; (ii) net tangible assets of at least $5,000,000,  if such issuer has been
in  continuous  operation  for less than three years;  or (iii)  average  annual
revenue of at least $6,000,000,  if such issuer has been in continuous operation
for less than three years.  Unless an exception is  available,  the  regulations
require the delivery,  prior to any  transaction  involving a penny stock,  of a
disclosure  schedule  explaining the penny stock market and the risk  associated
therewith as well as the written consent of the purchaser of such security prior
to engaging in a penny stock  transaction.  The  regulations on penny stocks may
limit the ability of the  purchasers of the  Company's  securities to sell their
securities in the  secondary  marketplace.  The  Company's  Shares are currently
considered a penny stock.

No Cumulative Voting

      Holders of the Shares of Common Stock are not entitled to accumulate their
votes for the election of directors or otherwise.  Accordingly, the holders of a
majority  of the shares  present at a meeting  of  shareholders  will be able to
elect all of the directors of the Company,  and the minority  shareholders  will
not be able to elect a representative to the Company's board of directors.

No Foreseeable Dividends

      The Company does not  anticipate  paying  dividends on its Common Stock in
the  foreseeable  future but plans instead to retain  earnings,  if any, for the
operation and expansion of its business.


                                       10
<PAGE>

                             SELLING SECURITYHOLDERS

      The Prospectus covers shares of Common Stock that have either been granted
to the Selling  Securityholders,  named herein or to be supplementally named, or
that may be acquired by such Selling Securityholders pursuant to the exercise of
stock options, as of June 9, 1998.

      The  following  table sets forth the name of each Selling  Securityholder,
the nature of his or her position,  office, or other material  relationship with
the  Company,  the number of shares of Common Stock  beneficially  owned by each
Selling  Securityholder prior to the offering,  and the number of shares and (if
one percent or more) the  percentage  of the class to be  beneficially  owned by
such  Selling   Securityholder   after  the  offering.   Non-affiliate   Selling
Securityholders who hold less than 1,000 shares of Common Stock issued under the
Plans and not named below may use this  Prospectus  for  reoffers and resales of
such Common Stock.

<TABLE>
<CAPTION>
                                                                                Shares owned
                                                                               After Offering(2)
                                 Shares Owned          Number of Shares       ------------------
Name                             Prior to Offering(1)  Offered Herein         Number     Percent
----                             --------------------  --------------         ------     -------
<S>                              <C>                   <C>                    <C>          <C>  
B. Michael Pisani,               225,244(3)            115,000(4)             140,244      2.8% 
 Consultant                                                                              
                                                                                         
Michael G. Martin,               1,410,153             750,000(5)             660,153      13.1%
 Chairman                                                                                
                                                                                         
Jerry Swon,                      1,589,866(7)          1,399,866(6)           190,000      3.8%
 President, CEO and Director                                                           
</TABLE>

--------------------
** less than 1%

(1)   For  purposes  of this  table,  a person  is  deemed  to have  "beneficial
      ownership" of any shares of Common Stock when such person has the right to
      acquire  within 60 days of June 9, 1998.  For  purposes of  computing  the
      percentage of outstanding shares of Common Stock held by each person named
      above, any security which such person has the right to acquire within such
      date is deemed to be outstanding  but is not deemed to be outstanding  for
      the purpose of computing  the  percentage  ownership of any other  person.
      Except  as  indicated  in the  footnotes  to this  table and  pursuant  to
      applicable   community  property  laws,  the  Company  believes  based  on
      information supplied by such persons, that the persons named in this table
      have sole voting and investment power with respect to all shares of Common
      Stock which they beneficially own.


                                       11
<PAGE>

(2)   For  purposes of this table,  the number and  percentage  of Shares  owned
      after the offering presumes the sale and/or exercise of all Shares offered
      herein.  The  percentages  are based on  5,044,659  shares of Common Stock
      outstanding.

(3)   Includes (i) 57,677  shares of Common Stock due to be issued to Mr. Pisani
      pursuant to a debt  assumption  agreement  dated April 17, 1997;  and (ii)
      15,000  shares  of  Common  Stock to be issued  pursuant  to a  consulting
      agreement.

(4)   Includes 15,000 shares of Common Stock to be issued.

(5)   Represents  750,000  shares  of Common  Stock  underlying  a stock  option
      exercisable at $4.00 per share and expiring on May 15, 2008.

(6)   Includes  190,000  shares of Common  Stock held by Jane Swon,  Mr.  Swon's
      wife.

(7)   Represents  (i) 900,000  shares of Common Stock  underlying a stock option
      exercisable  at $4.00 per share and expiring  May 15,  2008;  (ii) 166,622
      shares of Common Stock  underlying a stock option  exercisable  at $1.7338
      and  expiring  on May 15,  1999;  (iii)  166,622  shares of  Common  Stock
      underlying a stock option exercisable at $3.4676 per share and expiring on
      May 15, 1999; and (iv) 166,622  shares of Common Stock  underlying a stock
      option exercisable at $5.6175 per share and expiring on May 15, 2000.


                                       12
<PAGE>

                              PLAN OF DISTRIBUTION

      The Selling  Securityholders may sell shares of Common Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses  or  block  transactions)  (A) on  Nasdaq  or the BSE (or on such  other
national stock  exchanges on which the shares of Common Stock may be traded from
time to time) in  transactions  which may include  special  offerings,  exchange
distributions and/or secondary  distributions pursuant to and in accordance with
rules  of  such  exchanges,  (B)  in  the  over-the-counter  market,  or  (C) in
transactions other than on such exchanges or in the over-the-counter  market, or
a combination  of such  transactions.  Any such  transaction  may be effected at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  at negotiated  prices or fixed prices.  The Selling
Securityholders  may effect such  transactions by selling shares of Common Stock
to or through  broker-dealers,  and such broker-dealers may receive compensation
in  the  form  of   discounts,   concessions,   or   commissions   from  Selling
Securityholders and/or commissions from purchasers of shares of Common Stock for
whom they may act as agent. The Selling  Securityholders  and any broker-dealers
or agents that participate in the distribution of shares of Common Stock by them
might  be  deemed  to  be  underwriters,  and  any  discounts,   commissions  or
concessions  received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions, under the Securities Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  documents  listed  below  have  been  filed by the  Company  with the
Commission and are incorporated herein by reference:

      (a) The  Company's  Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1997;

      (b) The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
March 31, 1998;

      (c) All other reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1997.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document which also is or is deemed to be


                                       13
<PAGE>

incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

                            DESCRIPTION OF SECURITIES

      The Company is  authorized  to issue  30,000,000  shares of Common  Stock,
$.0001 par value ("Common Stock") and 3,000,000 shares of preferred stock, $.001
par value.  2,500  shares of  preferred  stock have been  designated  Cumulative
Preferred Stock, $.001 par value, of which 10 shares are outstanding.

Common Stock

      Holders of Common  Stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

      Shareholders  of  the  Company  have  no  preemptive   rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

Cumulative Preferred Stock

      Holders of Cumulative  Preferred  Stock are entitled to receive out of the
surplus or net profits of the  Company,  cumulative  dividends at the rate of 9%
per  annum,  payable  as and when  declared  by the  Board of  Directors  of the
Company,  before any dividends shall by declared or paid upon Common Stock.  The
Cumulative  Preferred Stock ranks,  with respect to dividend  rights,  rights on
liquidation,  winding up and dissolution,  and rights upon redemption,  prior to
all  classes of Common  Stock.  Holders of  Cumulative  Preferred  Stock are not
entitled to any voting rights.

      In the event of liquidation,  dissolution, or winding up of the affairs of
the  Company,  after  payment  of debts and other  liabilities  of the  Company,
holders  of  Cumulative  Preferred  Stock are  entitled  to  receive  out of the
remaining net assets of the Company the amount of $100,000


                                       14
<PAGE>

for each share of Cumulative  Preferred Stock held  ("Liquidation  Price").  The
Company  may  redeem the  Cumulative  Preferred  Stock by paying to the  holders
thereof the Liquidation Price for each share of Cumulative Preferred Stock held,
together with any accrued and unpaid dividends.

                          TRANSFER AGENT AND REGISTRAR

      The Transfer  Agent and  Registrar  for the Common Stock of the Company is
Securities Transfer Corp., 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248.

                                  LEGAL MATTERS

      The  legality  of the shares  offered  hereby has been passed upon for the
Company by Silverman,  Collura,  Chernis & Balzano, P.C., 381 Park Avenue South,
Suite 1601,  New York,  New York 10016.  Paul  Chernis,  Anthony M.  Collura and
Ronald Balzano, partners in the law firm Silverman,  Collura, Chernis & Balzano,
P.C., the Company's  securities  counsel,  are holders of an aggregate of 40,000
stock options for the purchase of the Company's common stock at $2.00 per share.
The stock options are exercisable during the four year period commencing October
15, 1998 and vests at 25% per year.

                                     EXPERTS

      The  Company's  consolidated  financial  statements  incorporated  in this
Registration  Statement by reference  from the  Company's  Annual Report on Form
10-KSB for the year ended  December  31,  1997 have been  audited by  Rosenberg,
Rich, Baker, Berman & Company,  independent auditors, as stated in their report,
which is incorporated herein by reference (which report expresses an unqualified
opinion) and have been so incorporated in reliance upon the report of such firm,
given upon their authority as experts in accounting and auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company 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


                                       15
<PAGE>

indemnification  against such liabilities (other than the payment by the Company
of expense incurred or paid by a director, officer, or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such  director,  officer or  controlling  person of the Company in connection
with the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by a 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 issues.


                                       16
<PAGE>

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The  documents  listed  below  have  been  filed by the  Company  with the
Commission and are incorporated herein by reference:

      (a) The  Company's  Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1997;

      (b) The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
March 31, 1998;

      (c) All other  reports  filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1996.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES

      The Company is  authorized  to issue  30,000,000  shares of Common  Stock,
$.0001 par value ("Common Stock") and 3,000,000 shares of preferred stock, $.001
par value.  2,500  shares of  preferred  stock have been  designated  Cumulative
Preferred Stock, $.001 par value, of which 10 shares are outstanding.

Common Stock

      Holders of Common  Stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the


                                       17
<PAGE>

percentage of securities  ownership of the Company's  shareholders  and diluting
the book value of the Common Stock.

      Shareholders  of  the  Company  have  no  preemptive   rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

Cumulative Preferred Stock

      Holders of Cumulative  Preferred  Stock are entitled to receive out of the
surplus or net profits of the  Company,  cumulative  dividends at the rate of 9%
per  annum,  payable  as and when  declared  by the  Board of  Directors  of the
Company,  before any dividends shall by declared or paid upon Common Stock.  The
Cumulative  Preferred Stock ranks,  with respect to dividend  rights,  rights on
liquidation,  winding up and dissolution,  and rights upon redemption,  prior to
all  classes of Common  Stock.  Holders of  Cumulative  Preferred  Stock are not
entitled to any voting rights.

      In the event of liquidation,  dissolution, or winding up of the affairs of
the  Company,  after  payment  of debts and other  liabilities  of the  Company,
holders  of  Cumulative  Preferred  Stock are  entitled  to  receive  out of the
remaining  net assets of the Company  the amount of  $100,000  for each share of
Cumulative  Preferred Stock held ("Liquidation  Price").  The Company may redeem
the Cumulative  Preferred Stock by paying to the holders thereof the Liquidation
Price for each share of  Cumulative  Preferred  Stock  held,  together  with any
accrued and unpaid dividends.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      Paul Chernis,  Anthony M. Collura and Ronald Balzano,  partners in the law
firm  Silverman,  Collura,  Chernis & Balzano,  P.C.,  the Company's  securities
counsel, are holders of an aggregate of 40,000 stock options for the purchase of
the Common Stock at $2.00 per share.  The stock options are  exercisable  during
the four year period commencing October 15, 1998 and vests at 25% per year.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent permitted by Delaware law. Each person


                                       18
<PAGE>

will be  indemnified in any proceeding if he acted in good faith and in a manner
which he  reasonably  believed to be in, or not opposed to, the best interest of
the Company.  Indemnification  would cover expenses,  including attorney's fees,
judgments, fines and amounts paid in settlement.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company 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  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8. EXHIBITS

      4.1   Consulting Agreement between B. Michael Pisani and the Company dated
            October 31, 1996, as amended May 15, 1998.

      4.2   Employment Agreement between Jerry Swon and the Company.**

      4.3   Employment Agreement between Michael G. Martin and the Company dated
            July 17, 1998. Amendment to be filed.**

      5.1   Opinion of Silverman, Collura, Chernis & Balzano, P.C.

      23.1  Consent of Silverman,  Collura, Chernis & Balzano, P.C. (included in
            Exhibit 5.1)

      23.2  Consent of Rosenberg, Rich, Baker, Berman & Company

      ** to be filed by amendment.


                                       19
<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 the Registration Statement;

            (i) To include any  prospectus  required by Section  10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  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 of such information in the Registration Statement;

      Provided however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this 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 that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (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  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


                                       20
<PAGE>

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  is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.


                                       21
<PAGE>

                                   SIGNATURES

      Pursuant  to  the  requirement  of  the  Securities  Act,  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,  therewith  duly
authorized, on June 16, 1998.

                                               PROFORMIX SYSTEMS, INC. 
                                               
                                               By: /s/ Jerry Swon
                                                   -----------------------------
                                                   Jerry Swon, President
                             
                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below,  hereby  constitutes  and  appoints  Jerry  Swon,  his  true  and  lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Proformix Systems, Inc. and on the dates indicated.


Signature                          Title                          Date
---------                          -----                          ----

/s/ Jerry Swon                     President, Chief Executive     June 16, 1998
------------------------------        Officer and Director
Jerry Swon                            (Principal Executive 
                                      Officer)

/s/ Joerg H. Klaube                Chief Financial Officer        June 16, 1998
------------------------------        (Principal Financial 
Joerg H. Klaube                       Officer)

                                   
/s/ Michael G. Martin              Chairman of the Board          June 16, 1998
------------------------------
Michael G. Martin

                                   Director                       June   , 1998
------------------------------
Peter Buscetto

/s/ Paul Chernis                   Director                       June 16, 1998
------------------------------
Paul Chernis


                                       22
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 49226}]
{"company-data": {"conformed-name": "PROFORMIX SYSTEMS INC", "cik": "0000838796", "assigned-sic": "1311", "irs-number": "752228828", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57071", "film-number": "98649902"}, "business-address": {"street1": "50 TANNERY RD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876", "phone": "9085346400"}, "mail-address": {"street1": "50 TANNERY ROAD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876"}, "former-company": [{"former-conformed-name": "WHITESTONE INDUSTRIES INC", "date-changed": "19930429"}, {"former-conformed-name": "FORTUNISTICS INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on June 17, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                             PROFORMIX SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                                 75-2228828
(State or other jurisdiction     (Primary Standard            (I.R.S. Employer 
    of incorporation         Industrial Classification       Identification No.)
    or organization)                Code Number)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
                  (Address and Telephone Number of Registrant's
                     Principal Executive Office)(Zip Code)

                     2,264,866 Shares of Common Stock Issued
                   Pursuant to Written Compensation Contracts
                            (full title of the plans)

                              Jerry Swon, President
                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400
  (Name, Address & Telephone number, including area code, of agent for service)

                                   Copies to:
                            Michael H. Freedman, Esq.
                   Silverman, Collura, Chernis & Balzano, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                               Proposed         Proposed
Title of          Amount       maximum          maximum             Amount of
securities to     to be        offering price   aggregate           registration
be registered     registered   per share(1)     offering price(1)   fee
--------------------------------------------------------------------------------
Common Stock(1)   2,264,866    $4.75            $10,758,113.50      $3,260.03
--------------------------------------------------------------------------------

(1) Calculated in accordance with 457(c) using the average of the bid and asked
price for the Common Stock on June 12, 1998.

                                       2
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing information specified in Part 1 (plan information
and  registrant  information)  will be  sent  or  given  to the  consultants  as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part 2 of this form taken together  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

                                       3
PROFORMIX SYSTEMS, INC.

              Cross-Reference Sheet Showing Location in Prospectus
                  of Information Required by Items of Form S-3

Form S-3 Items and Heading                             Location in Prospectus
--------------------------                             ----------------------

1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus.........Front cover Page

2.  Inside Front And Outside Back Cover................Inside Front cover Page

3.  Summary Information, Risk Factors and Ratio
    of Earnings to Fixed Charges.......................The Company

4.  Use of Proceeds....................................Not Applicable

5.  Determination of Offering Price....................Not Applicable

6.  Dilution...........................................Not Applicable

7.  Selling Securityholders............................Selling Securityholders

8.  Plan of Distribution...............................Plan of Distribution

9.  Description of Securities to be Registered  .......Description of Securities

10. Interest of Named Experts and Counsel..............Legal Matters

11. Material Changes...................................Not Applicable

12. Incorporation of Certain Information by
    Reference..........................................Incorporation of
                                                         Certain Documents by
                                                         Reference
13. Disclosure of Commission Position on
    Indemnification for Securities Act
    Liabilities........................................Indemnification of
                                                         Directors and Officers

                                       4
RE-OFFER PROSPECTUS

                             PROFORMIX SYSTEMS, INC.
                                 50 Tannery Road
                          Branchburg, New Jersey 08876

      This Prospectus relates to offers and sales by certain officers, directors
and key consultants  ("Selling  Securityholders") of Proformix Systems,  Inc., a
Delaware corporation ("Company") of shares of the Company's Common Stock, $.0001
par value  ("Common  Stock"),  that have either been  granted to such persons or
that may be acquired by such persons  pursuant to the exercise of stock options.
The Company is  registering  the following  securities  granted  pursuant to the
following  agreements:  (i) 115,000 shares of Common Stock granted to B. Michael
Pisani pursuant to a consulting agreement dated October 31, 1996, as amended May
15, 1998 ("Pisani  Agreement");  (ii) 750,000 shares of Common Stock  underlying
stock options granted to Michael G. Martin  pursuant to an employment  agreement
dated July 18, 1997, as amended ("Martin Agreement"); and (iii) 1,399,860 shares
of Common Stock underlying stock options to Jerry Swon pursuant to an employment
agreement ("Swon  Agreement")(the  Pisani  Agreement,  Martin Agreement and Swon
Agreement are  collectively  referred to herein as the  "Plans").  The shares of
Common Stock that have been or will be acquired by such persons  pursuant to the
Plans are herein referred to as the "Shares".

      The Shares may be offered  hereby  from time to time by any and all of the
Selling  Securityholders  named herein, for their own benefit.  The Company will
receive no portion of the  proceeds  of sales made  hereunder.  All  expenses of
registration  incurred in  connection  with this offering are being borne by the
Company,   but  all  selling  and  other   expenses   incurred  by  the  Selling
Securityholders will be borne by such Selling Securityholders.

      All or a portion  of the  shares of Common  Stock  offered  hereby  may be
offered  for  sale,  from time to time,  on the OTC  Bulletin  Board  ("Bulletin
Board"),  or  otherwise,  at prices  and terms  then  obtainable.  All  brokers'
commissions,   concessions   or   discounts   will  be   paid  by  the   Selling
Securityholders.

      The Selling  Securityholders  and any broker  executing  selling orders on
behalf of the  Selling  Securityholders  may be  deemed  to be an  "underwriter"
within the meaning of the Securities Act, in which event commissions received by
such broker may be deemed to be  underwriting  commissions  under the Securities
Act.

      The Company's  Common Stock is quoted on the OTC Bulletin Board ("Bulletin
Board")  under the  symbol  PRFX.  On June 12,  1998 the last sale  price of the
Common Stock as reported on the Bulletin Board was $4.75.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is June 17, 1998.

                                       5
TABLE OF CONTENTS

                                                                            Page

Available Information.......................................................   7
                                                                              
The Company.................................................................   8
                                                                              
Risk Factors................................................................   9
                                                                              
Selling Securityholders.....................................................  11
                                                                              
Plan of Distribution........................................................  13
                                                                              
Incorporation of Certain Documents by Reference.............................  13
                                                                              
Description of Securities...................................................  14
                                                                              
Transfer Agent and Registrar................................................  15
                                                                              
Legal Matters...............................................................  15
                                                                              
Experts.....................................................................  15
                                                                              
Indemnification of Directors and Officers...................................  15

                                       6
No  person  is  authorized  to  give  any   information  or  to  make  any
representation,  other than those  contained in this  Prospectus,  in connection
with the offering  described herein,  and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Securityholders.  This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities  by any person in any  jurisdiction  in which it is unlawful for such
person to make such offer,  solicitation  or sale.  Neither the delivery of this
Prospectus nor any sale made hereunder shall under any  circumstances  create an
implication  that the  information  contained  herein is  correct as of any time
subsequent to the date hereof.

                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the  "Exchange  Act") and in accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  can be  inspected  and  copied  at the  Commission  at  Room  1024,
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549, and at the
Commission's  regional offices at Room 1204,  Everett McKinley Dirksen Building,
219 South Dearborn  Street,  Chicago,  Illinois 60604; and 7 World Trade Center,
Suite  1300,  New York,  New York  10048.  Copies of such  material  can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

      This  Prospectus  does not contain all of the information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the  Commission.  For  further  information  with  respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement,  including the exhibits filed as a part thereof,  copies of which can
be  inspected  at, or obtained  at  prescribed  rates from the Public  Reference
Section of the  Commission at the address set forth above.  Additional  updating
information  with  respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.

      The Company hereby  undertakes to provide without charge to each person to
whom a copy of this  Prospectus  is  delivered,  upon written or oral request of
such person,  a copy of any and all of the  information  that has been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests  should be  directed  to  Proformix  Systems,  Inc.,  50 Tannery  Road,
Branchburg, New Jersey 08876 (908) 534-6400.

                                       7
THE COMPANY

      Proformix  Systems,  Inc.  ("Company")  was  incorporated  as  a  Delaware
corporation on April 19, 1988 under the name  Fortunistics Inc. On March 4, 1993
the Company  changed its name to Whitestone  Industries,  Inc. On July 14, 1997,
the Company changed its name to Proformix Systems, Inc.

      On July 2, 1997,  the  Company  submitted  a stock  exchange  offer to the
shareholders  of Proformix,  Inc., a Delaware  corporation.  Prior to this stock
exchange,  the Company spun off the shares of its wholly owned subsidiary Golden
Bear Entertainment Corporation to its then current shareholders in the form of a
stock  dividend.  This  distribution   effectively  eliminated  all  assets  and
liabilities from the books of the Company prior to the acquisition of Proformix,
Inc. Holders of approximately 97% of Proformix, Inc. common stock have agreed to
tender  their  respective  common  shares in exchange for the  Company's  common
shares. On June 24, 1997,

      For accounting purposes, the reorganization has been treated as Proformix,
Inc.'s  acquisition  of the Company and a  recapitalization  of Proformix,  Inc.
Subsequent to the  reorganization,  Proformix,  Inc. operates as a subsidiary of
the Company,  however, the operations of the newly combined entity are currently
comprised solely of the operations of Proformix, Inc.

      The Company  designs,  develops,  manufactures,  markets  and  distributes
ergonomically designed computer keyboard trays, peripheral items and accessories
(together,  "Keyboarding  System")  designed to  alleviate  and prevent  certain
health problems believed to be related to the use of computers. The Company also
markets  a unique  proprietary  software  suite  under  the name  EMS(TM)  which
represents a comprehensive  ergonomic-based  productivity  solution developed to
train people working on computers,  monitor  computer-use related activities and
evaluate  a user's  risk  exposure  and  propensity  towards  injury  or loss of
effectiveness in connection with his/her day-to-day work.

      The Company's wholly-owned subsidiary, Corporate Ergonomic Solutions, Inc.
("Ergonomics")  was incorporated in the State of New Jersey during October 1992.
Ergonomics,  which commenced  operations in September 1997, was formed primarily
to market the Company's products.

                                       8
RISK FACTORS

      The following  factors  should be considered  carefully in evaluating  the
Company's business and before making any investment in the Company.

Substantial Competition

      Products  developed for the computer  workplace face intense  competition.
The Company  will be at a  competitive  disadvantage  in seeking to compete with
other companies having more assets, larger technical staffs,  established market
shares and greater financial and operational  resources than the Company.  There
can be no assurance  that the Company will be able to meet the  competition  and
operate profitably.

Possible Loss of Entire Investment

      The Shares offered hereby are highly speculative, involve a high degree of
risk and should not be purchased by any person who cannot afford the loss of his
entire  investment.  A purchase of the Company's stock in this Offering would be
"unsuitable" for a person who cannot afford to sustain such a loss.

Dependence Upon Key Personnel

      The Company is  substantially  dependent  upon the  continued  services of
Michael G. Martin, its Chairman.  The loss of the services of Mr. Martin through
incapacity or otherwise would have a material  adverse effect upon the Company's
business and prospects. To the extent that his services become unavailable,  the
Company will be required to retain other qualified  personnel,  and there can be
no  assurance  that it will be able to recruit and hire  qualified  persons upon
acceptable terms. The Company maintains key person life and disability insurance
on the life of Mr. Martin in the amount of $1,000,000.

Possible Volatility of Stock Price

      There can be no assurance  that a public market price for the Common Stock
will  continue.  The  market  prices of the  Common  Stock may be  significantly
affected by factors such as announcements by the Company or its competitors,  as
well as variations in the Company's  results of operations and market conditions
in general.  The market  prices may also be affected by  movements  in prices of
stocks in general.  The  relatively  limited  amount of publicly  trading shares
(float) renders the Company's securities  especially  susceptible to sharp price
fluctuations.

Penny Stock Regulations

      The  Securities  Enforcement  Penny  Stock Act of 1990  requires  specific
disclosure  to be made  available  in  connection  with  trades  in the stock of
companies defined as "penny stocks. The Commission has adopted  regulations that
generally define a penny stock to be any equity

                                       9
security  that has a market  price of less than  $5.00  per  share,  subject  to
certain exceptions. Such exceptions include any equity security listed on NASDAQ
and any equity  security issued by an issuer that has (i) net tangible assets of
at least $2,000,000,  if such issuer has been in continuous  operation for three
years; (ii) net tangible assets of at least $5,000,000,  if such issuer has been
in  continuous  operation  for less than three years;  or (iii)  average  annual
revenue of at least $6,000,000,  if such issuer has been in continuous operation
for less than three years.  Unless an exception is  available,  the  regulations
require the delivery,  prior to any  transaction  involving a penny stock,  of a
disclosure  schedule  explaining the penny stock market and the risk  associated
therewith as well as the written consent of the purchaser of such security prior
to engaging in a penny stock  transaction.  The  regulations on penny stocks may
limit the ability of the  purchasers of the  Company's  securities to sell their
securities in the  secondary  marketplace.  The  Company's  Shares are currently
considered a penny stock.

No Cumulative Voting

      Holders of the Shares of Common Stock are not entitled to accumulate their
votes for the election of directors or otherwise.  Accordingly, the holders of a
majority  of the shares  present at a meeting  of  shareholders  will be able to
elect all of the directors of the Company,  and the minority  shareholders  will
not be able to elect a representative to the Company's board of directors.

No Foreseeable Dividends

      The Company does not  anticipate  paying  dividends on its Common Stock in
the  foreseeable  future but plans instead to retain  earnings,  if any, for the
operation and expansion of its business.

                                       10
SELLING SECURITYHOLDERS

      The Prospectus covers shares of Common Stock that have either been granted
to the Selling  Securityholders,  named herein or to be supplementally named, or
that may be acquired by such Selling Securityholders pursuant to the exercise of
stock options, as of June 9, 1998.

      The  following  table sets forth the name of each Selling  Securityholder,
the nature of his or her position,  office, or other material  relationship with
the  Company,  the number of shares of Common Stock  beneficially  owned by each
Selling  Securityholder prior to the offering,  and the number of shares and (if
one percent or more) the  percentage  of the class to be  beneficially  owned by
such  Selling   Securityholder   after  the  offering.   Non-affiliate   Selling
Securityholders who hold less than 1,000 shares of Common Stock issued under the
Plans and not named below may use this  Prospectus  for  reoffers and resales of
such Common Stock.
Shares owned
                                                                               After Offering(2)
                                 Shares Owned          Number of Shares       ------------------
Name                             Prior to Offering(1)  Offered Herein         Number     Percent
----                             --------------------  --------------         ------     -------
B. Michael Pisani,               225,244(3)            115,000(4)             140,244      2.8% 
 Consultant                                                                              
                                                                                         
Michael G. Martin,               1,410,153             750,000(5)             660,153      13.1%
 Chairman                                                                                
                                                                                         
Jerry Swon,                      1,589,866(7)          1,399,866(6)           190,000      3.8%
 President, CEO and Director
--------------------
** less than 1%

(1)   For  purposes  of this  table,  a person  is  deemed  to have  "beneficial
      ownership" of any shares of Common Stock when such person has the right to
      acquire  within 60 days of June 9, 1998.  For  purposes of  computing  the
      percentage of outstanding shares of Common Stock held by each person named
      above, any security which such person has the right to acquire within such
      date is deemed to be outstanding  but is not deemed to be outstanding  for
      the purpose of computing  the  percentage  ownership of any other  person.
      Except  as  indicated  in the  footnotes  to this  table and  pursuant  to
      applicable   community  property  laws,  the  Company  believes  based  on
      information supplied by such persons, that the persons named in this table
      have sole voting and investment power with respect to all shares of Common
      Stock which they beneficially own.

                                       11
(2)   For  purposes of this table,  the number and  percentage  of Shares  owned
      after the offering presumes the sale and/or exercise of all Shares offered
      herein.  The  percentages  are based on  5,044,659  shares of Common Stock
      outstanding.

(3)   Includes (i) 57,677  shares of Common Stock due to be issued to Mr. Pisani
      pursuant to a debt  assumption  agreement  dated April 17, 1997;  and (ii)
      15,000  shares  of  Common  Stock to be issued  pursuant  to a  consulting
      agreement.

(4)   Includes 15,000 shares of Common Stock to be issued.

(5)   Represents  750,000  shares  of Common  Stock  underlying  a stock  option
      exercisable at $4.00 per share and expiring on May 15, 2008.

(6)   Includes  190,000  shares of Common  Stock held by Jane Swon,  Mr.  Swon's
      wife.

(7)   Represents  (i) 900,000  shares of Common Stock  underlying a stock option
      exercisable  at $4.00 per share and expiring  May 15,  2008;  (ii) 166,622
      shares of Common Stock  underlying a stock option  exercisable  at $1.7338
      and  expiring  on May 15,  1999;  (iii)  166,622  shares of  Common  Stock
      underlying a stock option exercisable at $3.4676 per share and expiring on
      May 15, 1999; and (iv) 166,622  shares of Common Stock  underlying a stock
      option exercisable at $5.6175 per share and expiring on May 15, 2000.

                                       12
PLAN OF DISTRIBUTION

      The Selling  Securityholders may sell shares of Common Stock in any of the
following ways (i) through  dealers;  (ii) through agents;  or (iii) directly to
one or more  purchasers.  The  distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses  or  block  transactions)  (A) on  Nasdaq  or the BSE (or on such  other
national stock  exchanges on which the shares of Common Stock may be traded from
time to time) in  transactions  which may include  special  offerings,  exchange
distributions and/or secondary  distributions pursuant to and in accordance with
rules  of  such  exchanges,  (B)  in  the  over-the-counter  market,  or  (C) in
transactions other than on such exchanges or in the over-the-counter  market, or
a combination  of such  transactions.  Any such  transaction  may be effected at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  at negotiated  prices or fixed prices.  The Selling
Securityholders  may effect such  transactions by selling shares of Common Stock
to or through  broker-dealers,  and such broker-dealers may receive compensation
in  the  form  of   discounts,   concessions,   or   commissions   from  Selling
Securityholders and/or commissions from purchasers of shares of Common Stock for
whom they may act as agent. The Selling  Securityholders  and any broker-dealers
or agents that participate in the distribution of shares of Common Stock by them
might  be  deemed  to  be  underwriters,  and  any  discounts,   commissions  or
concessions  received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions, under the Securities Act.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  documents  listed  below  have  been  filed by the  Company  with the
Commission and are incorporated herein by reference:

      (a) The  Company's  Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1997;

      (b) The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
March 31, 1998;

      (c) All other reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1997.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document which also is or is deemed to be

                                       13
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.

                            DESCRIPTION OF SECURITIES

      The Company is  authorized  to issue  30,000,000  shares of Common  Stock,
$.0001 par value ("Common Stock") and 3,000,000 shares of preferred stock, $.001
par value.  2,500  shares of  preferred  stock have been  designated  Cumulative
Preferred Stock, $.001 par value, of which 10 shares are outstanding.

Common Stock

      Holders of Common  Stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the  percentage of securities  ownership of the Company's  shareholders
and diluting the book value of the Common Stock.

      Shareholders  of  the  Company  have  no  preemptive   rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

Cumulative Preferred Stock

      Holders of Cumulative  Preferred  Stock are entitled to receive out of the
surplus or net profits of the  Company,  cumulative  dividends at the rate of 9%
per  annum,  payable  as and when  declared  by the  Board of  Directors  of the
Company,  before any dividends shall by declared or paid upon Common Stock.  The
Cumulative  Preferred Stock ranks,  with respect to dividend  rights,  rights on
liquidation,  winding up and dissolution,  and rights upon redemption,  prior to
all  classes of Common  Stock.  Holders of  Cumulative  Preferred  Stock are not
entitled to any voting rights.

      In the event of liquidation,  dissolution, or winding up of the affairs of
the  Company,  after  payment  of debts and other  liabilities  of the  Company,
holders  of  Cumulative  Preferred  Stock are  entitled  to  receive  out of the
remaining net assets of the Company the amount of $100,000

                                       14
for each share of Cumulative  Preferred Stock held  ("Liquidation  Price").  The
Company  may  redeem the  Cumulative  Preferred  Stock by paying to the  holders
thereof the Liquidation Price for each share of Cumulative Preferred Stock held,
together with any accrued and unpaid dividends.

                          TRANSFER AGENT AND REGISTRAR

      The Transfer  Agent and  Registrar  for the Common Stock of the Company is
Securities Transfer Corp., 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248.

                                  LEGAL MATTERS

      The  legality  of the shares  offered  hereby has been passed upon for the
Company by Silverman,  Collura,  Chernis & Balzano, P.C., 381 Park Avenue South,
Suite 1601,  New York,  New York 10016.  Paul  Chernis,  Anthony M.  Collura and
Ronald Balzano, partners in the law firm Silverman,  Collura, Chernis & Balzano,
P.C., the Company's  securities  counsel,  are holders of an aggregate of 40,000
stock options for the purchase of the Company's common stock at $2.00 per share.
The stock options are exercisable during the four year period commencing October
15, 1998 and vests at 25% per year.

                                     EXPERTS

      The  Company's  consolidated  financial  statements  incorporated  in this
Registration  Statement by reference  from the  Company's  Annual Report on Form
10-KSB for the year ended  December  31,  1997 have been  audited by  Rosenberg,
Rich, Baker, Berman & Company,  independent auditors, as stated in their report,
which is incorporated herein by reference (which report expresses an unqualified
opinion) and have been so incorporated in reliance upon the report of such firm,
given upon their authority as experts in accounting and auditing.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent  permitted by Delaware law. Each person will be  indemnified  in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed  to be in,  or not  opposed  to,  the  best  interest  of the  Company.
Indemnification  would cover expenses,  including  attorney's  fees,  judgments,
fines and amounts paid in settlement.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company 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

                                       15
indemnification  against such liabilities (other than the payment by the Company
of expense incurred or paid by a director, officer, or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such  director,  officer or  controlling  person of the Company in connection
with the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by a 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 issues.

                                       16
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The  documents  listed  below  have  been  filed by the  Company  with the
Commission and are incorporated herein by reference:

      (a) The  Company's  Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1997;

      (b) The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
March 31, 1998;

      (c) All other  reports  filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange  Act since the  Company's  fiscal year ended  December 31,
1996.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but
prior to the  termination of the offering of securities  made by this Prospectus
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from their respective dates of filing.

      Any statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES

      The Company is  authorized  to issue  30,000,000  shares of Common  Stock,
$.0001 par value ("Common Stock") and 3,000,000 shares of preferred stock, $.001
par value.  2,500  shares of  preferred  stock have been  designated  Cumulative
Preferred Stock, $.001 par value, of which 10 shares are outstanding.

Common Stock

      Holders of Common  Stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders.  Shares of Common Stock do not
carry  cumulative  voting  rights and  therefore,  holders of a majority  of the
outstanding  shares of Common  Stock will be able to elect the  entire  board of
directors of the  Company.  The  Company's  board of  directors  has  authority,
without action by the Company's shareholders, to issue all or any portion of the
authorized but unissued  shares of Common Stock,  which would have the effect of
reducing the

                                       17
percentage of securities  ownership of the Company's  shareholders  and diluting
the book value of the Common Stock.

      Shareholders  of  the  Company  have  no  preemptive   rights  to  acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the holders of shares of Common Stock are entitled to share equally
in  corporate  assets after the  holders,  if any, of Preferred  Stock and after
satisfaction  of  liabilities.  Holders of Common  Stock are entitled to receive
such dividends as the Company's board of directors may from time to time declare
out of funds legally  available for the payment  thereof.  The Company has never
paid cash dividends on its Common Stock and does not anticipate that it will pay
such dividends in the future.

Cumulative Preferred Stock

      Holders of Cumulative  Preferred  Stock are entitled to receive out of the
surplus or net profits of the  Company,  cumulative  dividends at the rate of 9%
per  annum,  payable  as and when  declared  by the  Board of  Directors  of the
Company,  before any dividends shall by declared or paid upon Common Stock.  The
Cumulative  Preferred Stock ranks,  with respect to dividend  rights,  rights on
liquidation,  winding up and dissolution,  and rights upon redemption,  prior to
all  classes of Common  Stock.  Holders of  Cumulative  Preferred  Stock are not
entitled to any voting rights.

      In the event of liquidation,  dissolution, or winding up of the affairs of
the  Company,  after  payment  of debts and other  liabilities  of the  Company,
holders  of  Cumulative  Preferred  Stock are  entitled  to  receive  out of the
remaining  net assets of the Company  the amount of  $100,000  for each share of
Cumulative  Preferred Stock held ("Liquidation  Price").  The Company may redeem
the Cumulative  Preferred Stock by paying to the holders thereof the Liquidation
Price for each share of  Cumulative  Preferred  Stock  held,  together  with any
accrued and unpaid dividends.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      Paul Chernis,  Anthony M. Collura and Ronald Balzano,  partners in the law
firm  Silverman,  Collura,  Chernis & Balzano,  P.C.,  the Company's  securities
counsel, are holders of an aggregate of 40,000 stock options for the purchase of
the Common Stock at $2.00 per share.  The stock options are  exercisable  during
the four year period commencing October 15, 1998 and vests at 25% per year.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General  Corporation  Law of the State of Delaware  and
Article 7 of the Company's  Articles of  Incorporation  contain  provisions  for
indemnification of officers, directors, employees and agents of the Company. The
Articles of  Incorporation  require the Company to indemnify such persons to the
full extent permitted by Delaware law. Each person

                                       18
will be  indemnified in any proceeding if he acted in good faith and in a manner
which he  reasonably  believed to be in, or not opposed to, the best interest of
the Company.  Indemnification  would cover expenses,  including attorney's fees,
judgments, fines and amounts paid in settlement.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company, the Company 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  Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person of the Company in connection  with the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel  the matter has been  settled by a  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 issues.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8. EXHIBITS

      4.1   Consulting Agreement between B. Michael Pisani and the Company dated
            October 31, 1996, as amended May 15, 1998.

      4.2   Employment Agreement between Jerry Swon and the Company.**

      4.3   Employment Agreement between Michael G. Martin and the Company dated
            July 17, 1998. Amendment to be filed.**

      5.1   Opinion of Silverman, Collura, Chernis & Balzano, P.C.

      23.1  Consent of Silverman,  Collura, Chernis & Balzano, P.C. (included in
            Exhibit 5.1)

      23.2  Consent of Rosenberg, Rich, Baker, Berman & Company

      ** to be filed by amendment.

                                       19
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 the Registration Statement;

            (i) To include any  prospectus  required by Section  10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  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 of such information in the Registration Statement;

      Provided however that paragraphs  (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this 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 that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

      (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  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

                                       20
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  is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

                                       21
SIGNATURES

      Pursuant  to  the  requirement  of  the  Securities  Act,  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,  therewith  duly
authorized, on June 16, 1998.

                                               PROFORMIX SYSTEMS, INC. 
                                               
                                               By: /s/ Jerry Swon
                                                   -----------------------------
                                                   Jerry Swon, President
                             
                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below,  hereby  constitutes  and  appoints  Jerry  Swon,  his  true  and  lawful
attorney-in-fact,  with full power of substitution and  resubstitution,  for his
and in his name, place and stead, in any and all capacities,  to sign any or all
amendments or  supplements to this  Registration  Statement and to file the same
with all exhibits thereto and other documents in connection therewith,  with the
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform  each and every act and thing  necessary or  appropriate  to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Proformix Systems, Inc. and on the dates indicated.

Signature                          Title                          Date
---------                          -----                          ----

/s/ Jerry Swon                     President, Chief Executive     June 16, 1998
------------------------------        Officer and Director
Jerry Swon                            (Principal Executive 
                                      Officer)

/s/ Joerg H. Klaube                Chief Financial Officer        June 16, 1998
------------------------------        (Principal Financial 
Joerg H. Klaube                       Officer)

                                   
/s/ Michael G. Martin              Chairman of the Board          June 16, 1998
------------------------------
Michael G. Martin

                                   Director                       June   , 1998
------------------------------
Peter Buscetto

/s/ Paul Chernis                   Director                       June 16, 1998
------------------------------
Paul Chernis

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