<PAGE>
<PAGE>


             As filed with the Securities and Exchange Commission on
                                 August 28, 1996

                                              Registration No. _________________

================================================================================

                             SECURITIES AND EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            CYPHERCOM SOLUTIONS INC.
             (Exact name of Registrant as specified in its charter)

        Delaware                                        13-3356966
(State of incorporation)                    (I.R.S. Employer Identification No.)

              245 Park Avenue,  40th Floor,  New York, New York 10167-0034 (212)
 692-1852  (Address,  including zip code, and telephone  number,  including area
 code, of registrants's principal executive offices)

         Consulting Agreement, dated as of June 28, 1996, by and between
 CypherCom Solutions Inc. (formerly ATC Capital Group Ltd.) and Chris F. Brown.
                            (Full title of the Plan)

                              Steven A. Saide, Esq.
                                 Bryan Cave LLP
                                 245 Park Avenue
                          New York, New York 10167-0034
                                 (212) 692-1852
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================
                                               Proposed      Proposed
                                    Amount      Maximum       Maximum          Amount of
Title of Each Class of Securities    to be     Offering      Aggregate        Registration
        to be Registered           Registered   Price        Offering             Fee*
                                              Per Share*      Price*
================================== ========== ============ ============== =====================
<S>                                <C>        <C>          <C>            <C>      
Common Stock, $.0002 par value
per share                          1,000,000     $5.00      $5,000,000         $1,724.14
================================== ========== ============ ============== =====================
</TABLE>

*       Pursuant to Rule 457(c)  under the  Securities  Act of 1933,  solely for
        purposes of  calculating  the  registration  fee, the  proposed  maximum
        offering price per share, the proposed maximum aggregate  offering price
        and the amount of  registration  fee have been  computed on the basis of
        the average of the closing bid and asked  prices per share of  CypherCom
        Solutions Inc.  Common Stock as reported on the National  Association of
        Securities  Dealers,  Inc.'s OTC Electronic Bulletin Board on August 27,
        1996.

        Approximate date of commencement of proposed sale to the public:
     From time to time after this Registration Statement becomes effective.

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933,  other  than  securities  offered  only in  connection  with  dividend  or
reinvestment plans check the following box. [X]




<PAGE>
<PAGE>

PROSPECTUS

                            CYPHERCOM SOLUTIONS INC.


                        1,000,000 SHARES OF COMMON STOCK
                                $.0002 PAR VALUE

                                  THE OFFERING

               This  Prospectus  relates to a maximum of  1,000,000  shares (the
"Shares") of Common Stock,  $.0002 par value per share (the "Common Stock"),  of
CypherCom  Solutions  Inc. (the  "Company"),  of which 500,000  Shares of Common
Stock may be acquired upon exercise of an outstanding  warrant (the  "Warrant"),
at an exercise  price of $4.50 per share.  The Shares may be offered for sale by
the person named herein (the "Selling Shareholder").  The Shares and the Warrant
were  issued by the  Company to the  Selling  Shareholder  in payment of certain
consulting  services  rendered and to be rendered by the Selling  Shareholder to
the Company.  The Company has been  informed that the Shares may be offered from
time  to  time  by  the  Selling  Shareholder   publicly  through  one  or  more
transactions,  in the over-the-counter market or through one or more brokers, or
in private transactions, at prices prevailing at the time of sale.

               The  Common  Stock  of the  Company  is  traded  on the  National
Association of Securities Dealers, Inc.'s OTC Bulletin Board (the "NASD Bulletin
Board") under the symbol  "CYKO".  On August 27, 1996, the closing bid and asked
prices of the Common Stock as reported on the NASD Bulletin  Board was $4.00 and
$6.00 per share,  respectively.  None of the Shares  were  registered  under the
Securities  Act of 1933,  as  amended,  prior to the filing of the  Registration
Statement of which this Prospectus is a part.

               The Selling  Shareholder and anyone  effecting sales on behalf of
the Selling Shareholder may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended,  and  commissions or discounts given may
be regarded as underwriting commissions or discounts under said Act.

               The Company will pay the costs of preparation,  reproduction  and
distribution  of this  Prospectus and the  Registration  Statement of which this
Prospectus  is a part,  the filing fee in  connection  therewith and all related
accounting  and legal fees and expenses  (all of which  individually  and in the
aggregate are expected to be minimal) and the Selling  Shareholder will bear all
sales  commissions,  underwriting  discounts  and  other  expenses,  if any,  in
connection  with the  offering  and sale of the  Shares.  The  Company  will not
receive any of the proceeds from sales of the Shares by the Selling Shareholder.
The Company will  receive the  proceeds  from the exercise of the Warrant by the
Selling  Shareholder.  There  can be no  assurance,  however,  that the  Selling
Shareholder will exercise the Warrant.

                 ----------------------------------------------

        THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE
        SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES
        COMMISSION  NOR  HAS  THE  COMMISSION  OR ANY  STATE  SECURITIES
        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 August 28, 1996



                                       2

<PAGE>
<PAGE>


                                     PART I

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
AVAILABLE INFORMATION ......................................................   3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ............................   3

CYPHERCOM SOLUTIONS INC ....................................................   4

SELLING SHAREHOLDER ........................................................   4

INDEMNIFICATION OF DIRECTORS AND OFFICERS ..................................   5

EXPERTS ....................................................................   5
</TABLE>

                              AVAILABLE INFORMATION

               The Company is subject to the  informational  requirements of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  and,  in
accordance  therewith,  files reports and other  information with the Securities
and Exchange Commission (the "Commission").  Proxy statements, reports and other
information   concerning  the  Company  can  be  inspected  and  copied  at  the
Commission's  office at Room 1024,  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549 and at the Commission's  Regional Offices in New York (7
World  Trade  Center,  13th  Floor,  New  York,  New  York  10048)  and  Chicago
(Northwestern  Atrium  Center,  500 West Madison  Street,  Suite 1400,  Chicago,
Illinois  60661),  and copies of such  material can be obtained  from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               There  are   incorporated   herein  by  reference  the  following
documents filed with the Securities and Exchange Commission:

               1. The  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

               2. The Company's Form 12b-25 and the Company's  Quarterly  Report
on Form 10-Q for the quarter ended March 31, 1996.

               3. The  Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1996.

               4. The Company's Form 8-K dated February 26, 1996.

               5. The Company's Form 8-K dated June 14, 1996.

               6. The Company's Form 8-K dated June 28, 1996.

               7. All other documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all of the securities  offered  hereby have been sold or which  deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Prospectus.


                                       3

<PAGE>
<PAGE>


               Any  person  receiving  a copy of  this  Prospectus  may  obtain,
without  charge,  upon  written  or  oral  request,  a  copy  of  the  documents
incorporated  by reference  herein,  except for the exhibits to such  documents.
Written  requests  should be mailed to CypherCom  Solutions Inc., c/o Bryan Cave
LLP, 245 Park Avenue,  40th Floor,  New York,  New York  10167-0034,  Attention:
Steven A. Saide, Esq.; telephone (212) 692-1852.

                            CYPHERCOM SOLUTIONS INC.

               The  executive  office  of the  Company  is  located  at 245 Park
Avenue,  40th Floor,  New York,  New York  10167-0034.  The Company's  telephone
number is (212) 692-1852.

                               SELLING SHAREHOLDER

               The following table sets forth certain  information  with respect
to the  beneficial  ownership  of the Common Stock of the Company by the Selling
Shareholder  as of the date  hereof and as  adjusted  to reflect the sale of the
Shares.  Beneficial  ownership  has  been  determined  for  the  purpose  of the
following table in accordance with Rule 13d-3 of the Exchange Act, under which a
person is deemed to be the  beneficial  owner of  securities if he or she has or
shares voting or investment power in respect of such securities or has the right
to acquire beneficial ownership within sixty (60) days.


<TABLE>
<CAPTION>

                      Relationship  Shares Owned          Shares to             Shares Owned
Name                  to Company    Prior to Offering      be Sold              After Offering
- ----                  ------------  -----------------     ----------            --------------
<S>                   <C>           <C>                   <C>                   <C>
Chris F. Brown        Consultant     1,000,000(1)         1,000,000(1)               -0-(2)
</TABLE>

- ----------
(1) Includes  500,000  Shares of Common  Stock  issuable to Chris F. Brown ("Mr.
Brown")  upon  exercise  of  a  warrant  (the  "Warrant")   which  is  currently
exercisable  at an  exercise  price of $4.50 per share.  The Warrant and 500,000
Shares of Common  Stock were  issued by the  Company  pursuant  to a  Consulting
Agreement,  dated June 28, 1996, in consideration of certain consulting services
rendered and to be rendered to the Company by Mr. Brown.

(2)  Assumes  that all of the Shares are sold by the  Selling  Shareholder.  The
Selling  Shareholder  may  sell  all or a part  of the  Shares  offered  by this
Prospectus.



                                       4

<PAGE>
<PAGE>


                    INDEMNIFICATION TO DIRECTORS AND OFFICERS

               Section  145 of the  General  Corporation  Law  of the  State  of
Delaware (the "DGCL")  permits a corporation  to indemnify any person who was or
is a party,  or is threatened  to be made a party,  to any  proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
or she is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments,  fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection  with such  action,  suit or  proceeding,  if he or she acted in good
faith  and  in a  manner  he or  she  reasonably  believed  to  be  in,  or  not
inconsistent  with, the best interests of the  corporation  and, with respect to
any  criminal  action or  proceeding,  if he or she had no  reasonable  cause to
believe his or her conduct was unlawful.  In the case of an action or suit by or
in the right of the  corporation  to procure a judgment  in its favor,  (i) such
indemnification is limited to expenses (including  attorneys' fees) actually and
reasonably incurred by such person in the settlement of such action or suit, and
(ii) no indemnification  may be made in respect of any claim, issue or matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless, and only to the extent that, the Delaware Court of Chancery or the court
in which such action or suit is brought shall determine upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

               To the extent  that a director,  officer,  employee or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, Section 145 of the DGCL entitles him or her to be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith. Expenses incurred by an officer or director in defending a
civil or criminal  action,  suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount  if it is  ultimately  determined  that he or she is not  entitled  to be
indemnified by the corporation.

               The  indemnification  and  advancement  of expenses  permitted or
required by Section 145 of the DGCL are not  exclusive  of other rights to which
directors  and  officers of the  corporation  may be entitled  under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise. Section
145 gives a  corporation  power to purchase and maintain  insurance on behalf of
any  person  who may be  indemnified  by a  corporation  against  any  liability
asserted  against  him or her in any of the  capacities  referred  to  above  or
arising out of his or her status as such  whether or not the  corporation  would
have the power to indemnify him or her against such liability  under Section 145
of the DGCL.

               Article Seven of the Certificate of Incorporation of the Company,
as amended, includes a provision eliminating the personal liability of directors
of the Company and its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the DGCL.

                                     EXPERTS

               The  financial  statements  and  schedules of the Company for the
years ended December 31, 1995 and 1994,  incorporated herein by reference to the
Company's  Form 10-K for the period  ended  December  31, 1995 (the "Form 10-K")
have been audited by Thomas W. Klash, certified public accountant,  as set forth
in the  reports  included  therein and  incorporated  herein by  reference.  The
financial  statements  and schedules of the Company for the year ended  December
31, 1993, incorporated herein by reference to the Form 10-K have been audited by
Eller, Tobin, Wlosek & Braverman,  L.L.C., certified public accountants,  as set
forth in the reports included therein and incorporated herein by reference. Such
financial  statements  and  schedules  have been  incorporated  by  reference in
reliance upon such reports  given upon their  authority as experts in accounting
and auditing.



                                       5

<PAGE>
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

               There  are   incorporated   herein  by  reference  the  following
documents filed with the Securities and Exchange Commission:

               1. The  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

               2. The Company's Form 12b-25 and the Company's  Quarterly  Report
on Form 10-Q for the quarter ended March 31, 1996.

               3. The  Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1996.

               4. The Company's Form 8-K dated February 26, 1996.

               5. The Company's Form 8-K dated June 14, 1996.

               6. The Company's Form 8-K dated June 28, 1996.

               7. All other documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all of the securities  offered  hereby have been sold or which  deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES

               This Registration  Statement relates to an aggregate of 1,000,000
shares of Common Stock,  $.0002 par value per share, of the Company,  500,000 of
which may be acquired upon exercise of an outstanding warrant (the "Warrant").

               Common Stock. The Certificate of Incorporation of the Company, as
amended (the "Certificate of Incorporation"), provides that holders of shares of
Common Stock are entitled to receive  dividends at such time and in such amounts
as  the  Company's  Board  of  Directors  may  deem  advisable,  subject  to the
provisions of law and the  preferences of the Preferred  Stock,  par value $1.00
per share,  of the  Company.  Holders of Common  Stock are not  entitled  to any
preemption or subscription rights.

               Each  share of  Common  Stock is  entitled  to one  vote.  Unless
otherwise provided by the General Corporation Law of the State of Delaware,  the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
Common Stock is required with respect to all matters  submitted to a vote of the
shareholders,  except that the  approval  of the  holders of a plurality  of the
outstanding  shares of Common Stock is required  for the election of  directors.
The  Certificate  of  Incorporation  provides  that the  Board of  Directors  is
authorized to effect the  elimination of shares of the Common Stock purchased or
otherwise  reacquired by the Company from the authorized capital stock or number
of shares of the Company in the manner  provided for in the General  Corporation
Law of the State of Delaware.

               In the event of a  liquidation,  dissolution or winding-up of the
Company,  holders of Common Stock are not entitled to receive any  distributions
or  payments  until the holders of Series A  Preferred  Stock  receive an



                                      II-1

<PAGE>
<PAGE>


amount equal to the stated value, plus an amount equal to any accrued but unpaid
dividends per share, whether or not declared.

               The Warrant.  The Warrant entitles the registered holder thereof,
at such holder's  option,  to purchase  500,000  shares of Common  Stock,  at an
exercise  price of $4.50 per  share,  at any time and from time to time prior to
the second anniversary of its issuance. The number of shares of Common Stock for
which the Warrant may be  exercised is subject to  adjustment  in the event of a
stock split, recapitalization or the like.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

               The  legality  of the shares of Common  Stock  offered  hereby is
being passed upon for the Company by its counsel,  Bryan Cave LLP, New York, New
York.  Steven A.  Saide,  a partner of Bryan Cave LLP,  is the  Secretary  and a
stockholder of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section  145 of the  General  Corporation  Law  of the  State  of
Delaware (the "DGCL")  permits a corporation  to indemnify any person who was or
is a party,  or is threatened  to be made a party,  to any  proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
or she is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments,  fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection  with such  action,  suit or  proceeding,  if he or she acted in good
faith  and  in a  manner  he or  she  reasonably  believed  to  be  in,  or  not
inconsistent  with, the best interests of the  corporation  and, with respect to
any  criminal  action or  proceeding,  if he or she had no  reasonable  cause to
believe his or her conduct was unlawful.  In the case of an action or suit by or
in the right of the  corporation  to procure a judgment  in its favor,  (i) such
indemnification is limited to expenses (including  attorneys' fees) actually and
reasonably incurred by such person in the settlement of such action or suit, and
(ii) no indemnification  may be made in respect of any claim, issue or matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless, and only to the extent that, the Delaware Court of Chancery or the court
in which such action or suit is brought shall determine upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

               To the extent  that a director,  officer,  employee or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, Section 145 of the DGCL entitles him or her to be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith. Expenses incurred by an officer or director in defending a
civil or criminal  action,  suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount  if it is  ultimately  determined  that he or she is not  entitled  to be
indemnified by the corporation.

               The  indemnification  and  advancement  of expenses  permitted or
required by Section 145 of the DGCL are not  exclusive  of other rights to which
directors  and  officers of the  corporation  may be entitled  under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise. Section
145 gives a  corporation  power to purchase and maintain  insurance on behalf of
any  person  who may be  indemnified  by a  corporation  against  any  liability
asserted  against  him or her in any of the  capacities  referred  to  above  or
arising out of his or her status


                                      II-2

<PAGE>
<PAGE>


as such whether or not the corporation  would have the power to indemnify him or
her against such liability under Section 145.

               Article Seven of the Certificate of Incorporation of the Company,
as amended, includes a provision eliminating the personal liability of directors
of the Company and its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the DGCL.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

               None of the Shares,  the Warrant and the Underlying Shares issued
to the Selling  Shareholder were registered under the Securities Act of 1933, as
amended (the "Act"),  in reliance  upon the  availability  of an exemption  from
registration afforded by Section 4(2) of the Act.

ITEM 8. EXHIBITS

<TABLE>

                      <S>     <C>
                        4.1   - Consulting Agreement, dated as of June 28, 1996, by and between the Company
                                and Chris F. Brown

                        4.2   - Warrant to Purchase 500,000 Shares of Common Stock of the Company dated
                                June 28, 1996

                        5     - Opinion of Bryan Cave LLP

                       23.1   - Consent of Thomas W. Klash, certified public
                                accountant.

                       23.2   - Consent of Eller, Tobin, Wlosek & Braverman, L.L.C., certified public
                                accountants

                       23.3   - Consent of Bryan Cave LLP (included in Exhibit 5)
                       24     - Power of Attorney (included on page II-5 hereof)
</TABLE>


ITEM 9. UNDERTAKINGS.

        The Company hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

               (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 shares of Common Stock hereby being registered which remain
unsold at the termination of the offering.

               (4) That,  for purposes of  determining  any liability  under the
Securities  Act, each filing of the Company's  annual report pursuant to Section
13(a) or 15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


                                      II-3

<PAGE>
<PAGE>


               (5) Insofar as indemnification  for liabilities arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed by the Act
and is therefore  unenforceable.  In the event that a claim for  indemnification
against  liabilities (other than the payment by the Company of expenses 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 in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



                                      II-4

<PAGE>
<PAGE>


                                   SIGNATURES

               Pursuant to the  requirements  of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of New York, State of New York on August 21, 1996.

                                            CYPHERCOM SOLUTIONS INC.

                                            By:/s/ Dennis Charter
                                               ------------------
                                               Dennis Charter
                                               Chairman of the Board

Date:  August 21, 1996

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature
appears below hereby makes,  constitutes and appoints Dennis Charter as true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and  all  capacities  to  sign  any and  all  amendments  to  this  Registration
Statement,  including post-effective  amendments,  and to file the same with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  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  and  agent,  or any  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

               Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signature
       ---------

<TABLE>

<S>                                <C>                                                        <C> 
      /s/ Dennis Charter           Chairman of the Board, President                            August 21, 1996
 -------------------------------
          Dennis Charter           and Director (Principal Executive
                                   Officer)

      /s/ Andrew I. Patrick        Chief Financial Officer and Director                        August 21, 1996
 -------------------------------
        Andrew I. Patrick          (Principal Financial and Accounting
                                   Officer)

                                   Director                                                    August ___, 1996
 -------------------------------
        Rudy Pamaputera



                                      II-5

<PAGE>
<PAGE>


                                INDEX TO EXHIBITS



</TABLE>
<TABLE>
<CAPTION>
                                                                             Sequentially
   Exhibit                                                                     Numbered
   Number      Exhibit                                                            Page
   -------     -------                                                       ------------
<S>          <C>                                                             <C>         
     4.1     Consulting Agreement, dated June 28, 1996, by and
             between the Company and Chris F. Brown

     4.2     Warrant to Purchase 500,000 Shares of Common Stock of
             the Company dated June 28, 1996

     5       Opinion of Bryan Cave LLP

    23.1     Consent of Thomas W. Klash, certified public accountant

    23.2     Consent of Eller, Tobin, Wlosek & Braverman, L.L.C.,
             certified public accountants

    23.3     Consent of Bryan Cave LLP (included in Exhibit 5)

    24       Power of Attorney (included on page II-5 hereof)
</TABLE>



                                      II-6



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "CYPHERCOM SOLUTIONS INC. S-8", "secsgml_size_bytes": 33923}]
{"company-data": {"conformed-name": "ATC CAPITAL GROUP LTD", "cik": "0000799900", "assigned-sic": "8741", "irs-number": "133356966", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10981", "film-number": "96622530"}, "business-address": {"street1": "245 PARK AVE", "street2": "40TH FL", "city": "NEW YORK", "state": "NY", "zip": "10167", "phone": "2126921852"}, "mail-address": {"street1": "C/O BRYAN CAVE LLP", "street2": "245 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10167-0034"}}
As filed with the Securities and Exchange Commission on
                                 August 28, 1996

                                              Registration No. _________________

================================================================================

                             SECURITIES AND EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            CYPHERCOM SOLUTIONS INC.
             (Exact name of Registrant as specified in its charter)

        Delaware                                        13-3356966
(State of incorporation)                    (I.R.S. Employer Identification No.)

              245 Park Avenue,  40th Floor,  New York, New York 10167-0034 (212)
 692-1852  (Address,  including zip code, and telephone  number,  including area
 code, of registrants's principal executive offices)

         Consulting Agreement, dated as of June 28, 1996, by and between
 CypherCom Solutions Inc. (formerly ATC Capital Group Ltd.) and Chris F. Brown.
                            (Full title of the Plan)

                              Steven A. Saide, Esq.
                                 Bryan Cave LLP
                                 245 Park Avenue
                          New York, New York 10167-0034
                                 (212) 692-1852
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                               Proposed      Proposed
                                    Amount      Maximum       Maximum          Amount of
Title of Each Class of Securities    to be     Offering      Aggregate        Registration
        to be Registered           Registered   Price        Offering             Fee*
                                              Per Share*      Price*
================================== ========== ============ ============== =====================
Common Stock, $.0002 par value
per share                          1,000,000     $5.00      $5,000,000         $1,724.14
================================== ========== ============ ============== =====================
*       Pursuant to Rule 457(c)  under the  Securities  Act of 1933,  solely for
        purposes of  calculating  the  registration  fee, the  proposed  maximum
        offering price per share, the proposed maximum aggregate  offering price
        and the amount of  registration  fee have been  computed on the basis of
        the average of the closing bid and asked  prices per share of  CypherCom
        Solutions Inc.  Common Stock as reported on the National  Association of
        Securities  Dealers,  Inc.'s OTC Electronic Bulletin Board on August 27,
        1996.

        Approximate date of commencement of proposed sale to the public:
     From time to time after this Registration Statement becomes effective.

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933,  other  than  securities  offered  only in  connection  with  dividend  or
reinvestment plans check the following box. [X]
PROSPECTUS

                            CYPHERCOM SOLUTIONS INC.

                        1,000,000 SHARES OF COMMON STOCK
                                $.0002 PAR VALUE

                                  THE OFFERING

               This  Prospectus  relates to a maximum of  1,000,000  shares (the
"Shares") of Common Stock,  $.0002 par value per share (the "Common Stock"),  of
CypherCom  Solutions  Inc. (the  "Company"),  of which 500,000  Shares of Common
Stock may be acquired upon exercise of an outstanding  warrant (the  "Warrant"),
at an exercise  price of $4.50 per share.  The Shares may be offered for sale by
the person named herein (the "Selling Shareholder").  The Shares and the Warrant
were  issued by the  Company to the  Selling  Shareholder  in payment of certain
consulting  services  rendered and to be rendered by the Selling  Shareholder to
the Company.  The Company has been  informed that the Shares may be offered from
time  to  time  by  the  Selling  Shareholder   publicly  through  one  or  more
transactions,  in the over-the-counter market or through one or more brokers, or
in private transactions, at prices prevailing at the time of sale.

               The  Common  Stock  of the  Company  is  traded  on the  National
Association of Securities Dealers, Inc.'s OTC Bulletin Board (the "NASD Bulletin
Board") under the symbol  "CYKO".  On August 27, 1996, the closing bid and asked
prices of the Common Stock as reported on the NASD Bulletin  Board was $4.00 and
$6.00 per share,  respectively.  None of the Shares  were  registered  under the
Securities  Act of 1933,  as  amended,  prior to the filing of the  Registration
Statement of which this Prospectus is a part.

               The Selling  Shareholder and anyone  effecting sales on behalf of
the Selling Shareholder may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended,  and  commissions or discounts given may
be regarded as underwriting commissions or discounts under said Act.

               The Company will pay the costs of preparation,  reproduction  and
distribution  of this  Prospectus and the  Registration  Statement of which this
Prospectus  is a part,  the filing fee in  connection  therewith and all related
accounting  and legal fees and expenses  (all of which  individually  and in the
aggregate are expected to be minimal) and the Selling  Shareholder will bear all
sales  commissions,  underwriting  discounts  and  other  expenses,  if any,  in
connection  with the  offering  and sale of the  Shares.  The  Company  will not
receive any of the proceeds from sales of the Shares by the Selling Shareholder.
The Company will  receive the  proceeds  from the exercise of the Warrant by the
Selling  Shareholder.  There  can be no  assurance,  however,  that the  Selling
Shareholder will exercise the Warrant.

                 ----------------------------------------------

        THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE
        SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES
        COMMISSION  NOR  HAS  THE  COMMISSION  OR ANY  STATE  SECURITIES
        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 August 28, 1996

                                       2
PART I

                                TABLE OF CONTENTS
AVAILABLE INFORMATION ......................................................   3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ............................   3

CYPHERCOM SOLUTIONS INC ....................................................   4

SELLING SHAREHOLDER ........................................................   4

INDEMNIFICATION OF DIRECTORS AND OFFICERS ..................................   5

EXPERTS ....................................................................   5
AVAILABLE INFORMATION

               The Company is subject to the  informational  requirements of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act")  and,  in
accordance  therewith,  files reports and other  information with the Securities
and Exchange Commission (the "Commission").  Proxy statements, reports and other
information   concerning  the  Company  can  be  inspected  and  copied  at  the
Commission's  office at Room 1024,  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549 and at the Commission's  Regional Offices in New York (7
World  Trade  Center,  13th  Floor,  New  York,  New  York  10048)  and  Chicago
(Northwestern  Atrium  Center,  500 West Madison  Street,  Suite 1400,  Chicago,
Illinois  60661),  and copies of such  material can be obtained  from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549, at prescribed rates.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               There  are   incorporated   herein  by  reference  the  following
documents filed with the Securities and Exchange Commission:

               1. The  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

               2. The Company's Form 12b-25 and the Company's  Quarterly  Report
on Form 10-Q for the quarter ended March 31, 1996.

               3. The  Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1996.

               4. The Company's Form 8-K dated February 26, 1996.

               5. The Company's Form 8-K dated June 14, 1996.

               6. The Company's Form 8-K dated June 28, 1996.

               7. All other documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all of the securities  offered  hereby have been sold or which  deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Prospectus.

                                       3
Any  person  receiving  a copy of  this  Prospectus  may  obtain,
without  charge,  upon  written  or  oral  request,  a  copy  of  the  documents
incorporated  by reference  herein,  except for the exhibits to such  documents.
Written  requests  should be mailed to CypherCom  Solutions Inc., c/o Bryan Cave
LLP, 245 Park Avenue,  40th Floor,  New York,  New York  10167-0034,  Attention:
Steven A. Saide, Esq.; telephone (212) 692-1852.

                            CYPHERCOM SOLUTIONS INC.

               The  executive  office  of the  Company  is  located  at 245 Park
Avenue,  40th Floor,  New York,  New York  10167-0034.  The Company's  telephone
number is (212) 692-1852.

                               SELLING SHAREHOLDER

               The following table sets forth certain  information  with respect
to the  beneficial  ownership  of the Common Stock of the Company by the Selling
Shareholder  as of the date  hereof and as  adjusted  to reflect the sale of the
Shares.  Beneficial  ownership  has  been  determined  for  the  purpose  of the
following table in accordance with Rule 13d-3 of the Exchange Act, under which a
person is deemed to be the  beneficial  owner of  securities if he or she has or
shares voting or investment power in respect of such securities or has the right
to acquire beneficial ownership within sixty (60) days.
Relationship  Shares Owned          Shares to             Shares Owned
Name                  to Company    Prior to Offering      be Sold              After Offering
- ----                  ------------  -----------------     ----------            --------------
Chris F. Brown        Consultant     1,000,000(1)         1,000,000(1)               -0-(2)
- ----------
(1) Includes  500,000  Shares of Common  Stock  issuable to Chris F. Brown ("Mr.
Brown")  upon  exercise  of  a  warrant  (the  "Warrant")   which  is  currently
exercisable  at an  exercise  price of $4.50 per share.  The Warrant and 500,000
Shares of Common  Stock were  issued by the  Company  pursuant  to a  Consulting
Agreement,  dated June 28, 1996, in consideration of certain consulting services
rendered and to be rendered to the Company by Mr. Brown.

(2)  Assumes  that all of the Shares are sold by the  Selling  Shareholder.  The
Selling  Shareholder  may  sell  all or a part  of the  Shares  offered  by this
Prospectus.

                                       4
INDEMNIFICATION TO DIRECTORS AND OFFICERS

               Section  145 of the  General  Corporation  Law  of the  State  of
Delaware (the "DGCL")  permits a corporation  to indemnify any person who was or
is a party,  or is threatened  to be made a party,  to any  proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
or she is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments,  fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection  with such  action,  suit or  proceeding,  if he or she acted in good
faith  and  in a  manner  he or  she  reasonably  believed  to  be  in,  or  not
inconsistent  with, the best interests of the  corporation  and, with respect to
any  criminal  action or  proceeding,  if he or she had no  reasonable  cause to
believe his or her conduct was unlawful.  In the case of an action or suit by or
in the right of the  corporation  to procure a judgment  in its favor,  (i) such
indemnification is limited to expenses (including  attorneys' fees) actually and
reasonably incurred by such person in the settlement of such action or suit, and
(ii) no indemnification  may be made in respect of any claim, issue or matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless, and only to the extent that, the Delaware Court of Chancery or the court
in which such action or suit is brought shall determine upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

               To the extent  that a director,  officer,  employee or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, Section 145 of the DGCL entitles him or her to be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith. Expenses incurred by an officer or director in defending a
civil or criminal  action,  suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount  if it is  ultimately  determined  that he or she is not  entitled  to be
indemnified by the corporation.

               The  indemnification  and  advancement  of expenses  permitted or
required by Section 145 of the DGCL are not  exclusive  of other rights to which
directors  and  officers of the  corporation  may be entitled  under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise. Section
145 gives a  corporation  power to purchase and maintain  insurance on behalf of
any  person  who may be  indemnified  by a  corporation  against  any  liability
asserted  against  him or her in any of the  capacities  referred  to  above  or
arising out of his or her status as such  whether or not the  corporation  would
have the power to indemnify him or her against such liability  under Section 145
of the DGCL.

               Article Seven of the Certificate of Incorporation of the Company,
as amended, includes a provision eliminating the personal liability of directors
of the Company and its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the DGCL.

                                     EXPERTS

               The  financial  statements  and  schedules of the Company for the
years ended December 31, 1995 and 1994,  incorporated herein by reference to the
Company's  Form 10-K for the period  ended  December  31, 1995 (the "Form 10-K")
have been audited by Thomas W. Klash, certified public accountant,  as set forth
in the  reports  included  therein and  incorporated  herein by  reference.  The
financial  statements  and schedules of the Company for the year ended  December
31, 1993, incorporated herein by reference to the Form 10-K have been audited by
Eller, Tobin, Wlosek & Braverman,  L.L.C., certified public accountants,  as set
forth in the reports included therein and incorporated herein by reference. Such
financial  statements  and  schedules  have been  incorporated  by  reference in
reliance upon such reports  given upon their  authority as experts in accounting
and auditing.

                                       5
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

               There  are   incorporated   herein  by  reference  the  following
documents filed with the Securities and Exchange Commission:

               1. The  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

               2. The Company's Form 12b-25 and the Company's  Quarterly  Report
on Form 10-Q for the quarter ended March 31, 1996.

               3. The  Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1996.

               4. The Company's Form 8-K dated February 26, 1996.

               5. The Company's Form 8-K dated June 14, 1996.

               6. The Company's Form 8-K dated June 28, 1996.

               7. All other documents  filed by the Company  pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all of the securities  offered  hereby have been sold or which  deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference into this Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES

               This Registration  Statement relates to an aggregate of 1,000,000
shares of Common Stock,  $.0002 par value per share, of the Company,  500,000 of
which may be acquired upon exercise of an outstanding warrant (the "Warrant").

               Common Stock. The Certificate of Incorporation of the Company, as
amended (the "Certificate of Incorporation"), provides that holders of shares of
Common Stock are entitled to receive  dividends at such time and in such amounts
as  the  Company's  Board  of  Directors  may  deem  advisable,  subject  to the
provisions of law and the  preferences of the Preferred  Stock,  par value $1.00
per share,  of the  Company.  Holders of Common  Stock are not  entitled  to any
preemption or subscription rights.

               Each  share of  Common  Stock is  entitled  to one  vote.  Unless
otherwise provided by the General Corporation Law of the State of Delaware,  the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
Common Stock is required with respect to all matters  submitted to a vote of the
shareholders,  except that the  approval  of the  holders of a plurality  of the
outstanding  shares of Common Stock is required  for the election of  directors.
The  Certificate  of  Incorporation  provides  that the  Board of  Directors  is
authorized to effect the  elimination of shares of the Common Stock purchased or
otherwise  reacquired by the Company from the authorized capital stock or number
of shares of the Company in the manner  provided for in the General  Corporation
Law of the State of Delaware.

               In the event of a  liquidation,  dissolution or winding-up of the
Company,  holders of Common Stock are not entitled to receive any  distributions
or  payments  until the holders of Series A  Preferred  Stock  receive an

                                      II-1
amount equal to the stated value, plus an amount equal to any accrued but unpaid
dividends per share, whether or not declared.

               The Warrant.  The Warrant entitles the registered holder thereof,
at such holder's  option,  to purchase  500,000  shares of Common  Stock,  at an
exercise  price of $4.50 per  share,  at any time and from time to time prior to
the second anniversary of its issuance. The number of shares of Common Stock for
which the Warrant may be  exercised is subject to  adjustment  in the event of a
stock split, recapitalization or the like.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

               The  legality  of the shares of Common  Stock  offered  hereby is
being passed upon for the Company by its counsel,  Bryan Cave LLP, New York, New
York.  Steven A.  Saide,  a partner of Bryan Cave LLP,  is the  Secretary  and a
stockholder of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section  145 of the  General  Corporation  Law  of the  State  of
Delaware (the "DGCL")  permits a corporation  to indemnify any person who was or
is a party,  or is threatened  to be made a party,  to any  proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
or she is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments,  fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection  with such  action,  suit or  proceeding,  if he or she acted in good
faith  and  in a  manner  he or  she  reasonably  believed  to  be  in,  or  not
inconsistent  with, the best interests of the  corporation  and, with respect to
any  criminal  action or  proceeding,  if he or she had no  reasonable  cause to
believe his or her conduct was unlawful.  In the case of an action or suit by or
in the right of the  corporation  to procure a judgment  in its favor,  (i) such
indemnification is limited to expenses (including  attorneys' fees) actually and
reasonably incurred by such person in the settlement of such action or suit, and
(ii) no indemnification  may be made in respect of any claim, issue or matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless, and only to the extent that, the Delaware Court of Chancery or the court
in which such action or suit is brought shall determine upon  application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

               To the extent  that a director,  officer,  employee or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, Section 145 of the DGCL entitles him or her to be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith. Expenses incurred by an officer or director in defending a
civil or criminal  action,  suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount  if it is  ultimately  determined  that he or she is not  entitled  to be
indemnified by the corporation.

               The  indemnification  and  advancement  of expenses  permitted or
required by Section 145 of the DGCL are not  exclusive  of other rights to which
directors  and  officers of the  corporation  may be entitled  under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise. Section
145 gives a  corporation  power to purchase and maintain  insurance on behalf of
any  person  who may be  indemnified  by a  corporation  against  any  liability
asserted  against  him or her in any of the  capacities  referred  to  above  or
arising out of his or her status

                                      II-2
as such whether or not the corporation  would have the power to indemnify him or
her against such liability under Section 145.

               Article Seven of the Certificate of Incorporation of the Company,
as amended, includes a provision eliminating the personal liability of directors
of the Company and its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the DGCL.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

               None of the Shares,  the Warrant and the Underlying Shares issued
to the Selling  Shareholder were registered under the Securities Act of 1933, as
amended (the "Act"),  in reliance  upon the  availability  of an exemption  from
registration afforded by Section 4(2) of the Act.

ITEM 8. EXHIBITS
4.1   - Consulting Agreement, dated as of June 28, 1996, by and between the Company
                                and Chris F. Brown

                        4.2   - Warrant to Purchase 500,000 Shares of Common Stock of the Company dated
                                June 28, 1996

                        5     - Opinion of Bryan Cave LLP

                       23.1   - Consent of Thomas W. Klash, certified public
                                accountant.

                       23.2   - Consent of Eller, Tobin, Wlosek & Braverman, L.L.C., certified public
                                accountants

                       23.3   - Consent of Bryan Cave LLP (included in Exhibit 5)
                       24     - Power of Attorney (included on page II-5 hereof)
ITEM 9. UNDERTAKINGS.

        The Company hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

               (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 shares of Common Stock hereby being registered which remain
unsold at the termination of the offering.

               (4) That,  for purposes of  determining  any liability  under the
Securities  Act, each filing of the Company's  annual report pursuant to Section
13(a) or 15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-3
(5) Insofar as indemnification  for liabilities arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed by the Act
and is therefore  unenforceable.  In the event that a claim for  indemnification
against  liabilities (other than the payment by the Company of expenses 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 in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

               Pursuant to the  requirements  of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of New York, State of New York on August 21, 1996.

                                            CYPHERCOM SOLUTIONS INC.

                                            By:/s/ Dennis Charter
                                               ------------------
                                               Dennis Charter
                                               Chairman of the Board

Date:  August 21, 1996

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature
appears below hereby makes,  constitutes and appoints Dennis Charter as true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and  all  capacities  to  sign  any and  all  amendments  to  this  Registration
Statement,  including post-effective  amendments,  and to file the same with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  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  and  agent,  or any  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

               Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signature
       ---------
/s/ Dennis Charter           Chairman of the Board, President                            August 21, 1996
 -------------------------------
          Dennis Charter           and Director (Principal Executive
                                   Officer)

      /s/ Andrew I. Patrick        Chief Financial Officer and Director                        August 21, 1996
 -------------------------------
        Andrew I. Patrick          (Principal Financial and Accounting
                                   Officer)

                                   Director                                                    August ___, 1996
 -------------------------------
        Rudy Pamaputera

                                      II-5
INDEX TO EXHIBITS
Sequentially
   Exhibit                                                                     Numbered
   Number      Exhibit                                                            Page
   -------     -------                                                       ------------
4.1     Consulting Agreement, dated June 28, 1996, by and
             between the Company and Chris F. Brown

     4.2     Warrant to Purchase 500,000 Shares of Common Stock of
             the Company dated June 28, 1996

     5       Opinion of Bryan Cave LLP

    23.1     Consent of Thomas W. Klash, certified public accountant

    23.2     Consent of Eller, Tobin, Wlosek & Braverman, L.L.C.,
             certified public accountants

    23.3     Consent of Bryan Cave LLP (included in Exhibit 5)

    24       Power of Attorney (included on page II-5 hereof)
II-6